What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-08-22 compared with 2024-01-25 · 1761 added, 1116 removed, 335 unchanged (90% of the section changed)

Financial Statements and Supplementary Data.

Financial Statements and Supplementary

TECHNOLOGIES INC.

31, 2022 AND 2021

DECEMBER 31, 2023 AND 2022

Independent Auditor’s Report (PCAOB ID#:

2 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Stockholders’ Deficit

Consolidated Statements of Mezzanine Equity and Stockholders’ Deficiency

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

of Independent Registered Public Accounting Firm

the shareholders and the board of directors of Madison Technologies Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Madison Technologies Inc.

(the “Company”) as of December

31, 2022 and 2021, the related statement of operations, stockholders’ equity (deficit), and cash flows for the year then

ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and

the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted

in the United States.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability

to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of

this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on

the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not

for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current period audit of the financial statements that were communicated or are required

to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements

and (2) involved especially challenging, subjective, or complex judgments.

determined that there are no critical audit matters.

/s/ BF Borgers CPA PC

BF Borgers CPA

We have served as

the Company’s auditor since March 28, 2022

PCAOB ID 5041

January 24, 2024

TECHNOLOGIES INC.

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Board of Directors and Stockholders

of Madison Technologies Inc.

Opinion on the Consolidated Financial

We have audited the accompanying consolidated

balance sheets of Madison Technologies Inc.

and its subsidiaries (collectively referred to as the “Company”) as of

December 31, 2023 and 2022, the related consolidated statements of operations, mezzanine equity and stockholders’ deficiency,

and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively

referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results

of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity

with accounting principles generally accepted in the United States of America.

Restatement of 2022 Consolidated Financial

As discussed in Note 2 to the consolidated

financial statements, the 2022 consolidated financial statements have been restated to correct misstatements.

Material Uncertainty Related to Going

The accompanying consolidated financial

statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note 1 to the consolidated

financial statements, the Company has incurred recurring losses from operations, has negative cash flows from operating activities,

working capital deficiency and has an accumulated deficit that raise substantial doubt about its ability to continue as a going

Management’s plans in regard to these matters are also described in Note 3.

The consolidated financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements

are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the

We conducted our audits in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about

whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is

not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our

audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such

Our audits included performing procedures

to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing

procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and

disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

that our audits provide a reasonable basis for our opinion.

/s/ SRCO Professional Corporation

We have served as the Company’s auditor since

Hill, Ontario, Canada

August 22, 2025

CHARTERED PROFESSIONAL ACCOUNTANTS

Authorized to practice public accounting

Chartered Professional Accountants

MADISON TECHNOLOGIES INC.

Balance Sheets

For the Year Ended December 31,

(Currency expressed in United States

Dollars (“US$ or $”), except for number of shares)

(Restated) (Note 2)

CURRENT ASSETS

Prepaid expenses

Note receivables

Assets from discontinued operations

Assets from discontinued operations (Note 15)

Total Current Assets

Intangible assets, net

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIENCY

CURRENT LIABILITIES

Accounts payable and accrued expenses

Derivative liability

Promissory notes

Convertible notes

Interest payable on senior secured notes

Senior secured notes, net of discount

Liabilities from discontinued operations

Accounts payable and accrued liabilities (Note 7)

Derivative liabilities (Note 8)

Promissory notes (Note 10)

Convertible notes (Note 11)

Interest payable on senior secured notes (Note 12)

Senior secured notes (Note 12)

Liabilities from discontinued operations (Note 15)

Total liabilities

Preferred Shares - Series C, $ 0.001 par value;

2 %, stated value $ 100 per share 10,000 shares designated, 0 issued and outstanding, December 31, 2022 and 2021, respectively;

Preferred Shares - Series D, $ 0.001 par value;

MEZZANINE EQUITY

Preferred Stock – Series A, 50,000,000

shares authorized, $ 0.001

par value per share, stated value $ 100

per share, 100,000

shares designated, 0 Nil shares issued and outstanding, December 31, 2023 and 2022, respectively (Note 14)

Preferred Stock - Series C, $ 0.001

stated value $ 100

per share, 10,000

shares designated, 0

Nil issued and outstanding, December 31, 2023 and 2022, respectively (Note 14)

Total Mezzanine Equity

STOCKHOLDERS’ DEFICIENCY

Preferred Stock - Series B, $ 0.001 par value;

100 shares designated, 100 shares issued and outstanding, December 31, 2023 and 2022, respectively (Note 14)

Preferred Stock - Series D, $ 0.001 par value;

convertible, stated value $ 3.32 per share, 230,000 shares designated, 155,000 shares issued and outstanding, December 31, 2023 and 2022, respectively (Note 14)

Preferred Stock- Series E, $ 0.001 par value;

convertible, stated value $ 1,000 per share, 1,000 shares designated, 0 Nil issued and outstanding, December 31, 2023 and 2022, respectively;

Preferred Stock - Series E-1, $ 0.001 par value;

convertible, stated value $ 0.87 per share, 1,152,500 shares designated, 1,152,500 shares issued and outstanding, December 31, 2023 and 2022, respectively

75,000 converted

Preferred Shares - Series E, $ 0.001 par value;

convertible, stated value $ 1,000 per share, 1,000 shares designated, 0 issued and outstanding, December 31, 2022 and 2021, respectively;

1,000 shares exchanged for Series E-1

Preferred Shares - Series E-1, $ 0.001 par value;

convertible, stated value $ 0.87 per share, 1,152,500 shares designated, 1,152,500 and 0 shares issued and outstanding, December 31, 2022 and 2021, respectively;

Preferred Shares - Series F, $ 0.001 par value;

convertible, stated value $ 1 per share, 1,000 shares designated, 0 issued and outstanding, December 31, 2022 and 2021, respectively;

1,000 shares converted

Preferred Shares - Series G, $ 0.001 par value;

convertible, stated value $ 1,000 per share, 4,600 shares designated, 0 issued and outstanding, December 31, 2022 and 2021, respectively;

4,600 shares converted

Preferred Shares – Series H, $ 0.001 par value;

convertible, stated value $ 1 per share, 39,895 shares designated, 39,895 issued and outstanding, December 31, 2022 and 2021, respectively

STOCKHOLDERS’ DEFICIT

Preferred Shares – 50,000,000 shares authorized, $ 0.001 par value Preferred Shares - Series A, $ 0.001 par value;

3 %, stated value $ 100 per share, 100,000 shares designated, 0 shares issued and outstanding, December 31, 2022 and 2021, respectively

Preferred Shares - Series B, $ 0.001 par value;

100 shares designated, 100 shares issued and outstanding, December 31, 2022 and 2021, respectively

Common Shares - $ 0.001 par value;

6,000,000,000 shares authorized, 1,603,095,243 shares issued and outstanding, December 31, 2022 and 2021, respectively

Additional Paid in Capital

Preferred Stock - Series F, $ 0.001

convertible, stated value $ 1

per share, 1,000

shares designated, 0 Nil

issued and outstanding, December 31, 2023 and 2022, respectively (Note

Preferred Stock - Series G, $ 0.001

convertible, stated value $ 1,000

per share, 4,600

shares designated, 0 Nil

issued and outstanding, December 31, 2023 and 2022, respectively

Preferred Stock – Series H, $ 0.001 par value;

convertible, stated value $ 1 per share, 39,895 shares designated, 39,895 issued and outstanding, December 31, 2023 and 2022, respectively (Note 14)

Common Stock - $ 0.001 par value;

6,000,000,000 shares authorized, 1,603,095,243 shares issued and outstanding, December 31, 2023 and 2022, respectively (Note 14)

Additional Paid in Capital (Note 14)

Accumulated deficit

( 28,886,831 )

( 15,747,021 )

Total stockholders’ deficit

( 16,734,471 )

( 3,674,665 )

Total liabilities and stockholders’ deficit

the accompanying Notes to the Consolidated Financial Statements.

TECHNOLOGIES INC.

Total stockholders’ deficiency

Total liabilities, mezzanine equity

and stockholders’ deficiency

See the accompanying Notes to the Consolidated

Financial Statements.

MADISON TECHNOLOGIES INC.

STATEMENTS of Operations

(Currency expressed in United States

Dollars (“US$ or $”), except for number of shares)

Operating Expenses

1 unchanged sentence

Professional fees

Bad debt expense

Long-lived assets impairment

impairment loss

operating expenses

Impairment of notes receivable (Note 5)

Long-lived assets impairment loss (Note 6)

Total operating expenses

Loss before other expense

( 3,555,364 )

Other income (expense)

Interest expense

Amortized expense (Notes 10, 11 and 12)

Interest expense (Notes 10, 11 and 12)

Total non-operating expense

Loss from continuing operations before income taxes

Income tax expense (Note 16)

Net loss from continuing operations

Net loss from discontinued operations (Note 15)

Loss from continuing operations per share, basic and diluted

Loss from discontinued operations per share, basic and diluted

Weighted average basic shares outstanding

1,603,095,243

1,599,829,313

Gain on debt extinguishment

Loss from debt derivative

Weighted average diluted shares outstanding

1,603,095,243

Loss from change in

value of warrants

Total non-operating expense

1,599,829,313

See the accompanying Notes to the Consolidated

Financial Statements.

MADISON TECHNOLOGIES INC.

Statements of MEZZANINE EQUITY AND stockholders’ DEFICIENCY

For the Years Ended December 31, 2023

(Currency expressed in United States Dollars (“US$

or $”), except for number of shares)

Mezzanine Equity

Preferred Stock

Additional Paid

Balance, December 31, 2022 (Restated) (Note 2)

1,603,095,243

Loss from continuing

( 23,556,280 )

( 12,372,123 )

from discontinued operations

Issuance of equity classified warrants

Net loss for the year

( 5,301,298 )

loss and comprehensive loss

Balance, December 31, 2023

1,603,095,243

( 28,857,578 )

loss per share-Basic and diluted

Average number

of shares of common stock outstanding

( 17,587,476 )

Balance, December 31, 2021 (Restated) (Note 2)

1,599,095,027

( 10,646,886 )

Issuance of equity classified warrants

Conversion of convertible notes into Common Stock

Net loss for the year

( 12,909,394 )

Balance, December 31, 2022 (Restated) (Note 2)

1,603,095,243

( 23,556,280 )

( 12,372,123 )

See the accompanying Notes to the Consolidated

Financial Statements.

TECHNOLOGIES INC.

Statements of stockholders’ DEFICIT

For the Year Ended December 31, 2022

MADISON TECHNOLOGIES INC.

Statements of cash flows

(Currency expressed in United States

Dollars (“US$ or $”), except for number of shares)

December 31, 2023

December 31, 2022

(Restated) (Note 2)

Cash flows from operating activities:

Net loss from continuing operations for the period

Adjustments to reconcile net loss to cash used in operating activities:

Amortized expenses (Note 10, 11 and 12)

Impairment of notes receivable (Note 5)

Losses from impairment of long-lived assets

Changes in non-cash working capital items:

Prepaid expenses

Accounts payable and accrued liabilities

Interest payable on senior secured notes

Net cash provided by (used in) operating activities

Net cash (used in) provided by discontinued operating activities

Cash flows from investing activities

Acquisition of property and equipment for discontinued operation

Net cash provided by (used in) provided by discontinued operation

Cash flows from financing activities:

Proceeds from convertible and promissory notes (Note 10 and 11)

Repayment of convertible notes

Net cash provided by financing activities

Net cash provided by discontinued financing activities

Net decrease in cash

Cash, beginning of year

Cash, end of year

SUPPLEMENTAL DISCLOSURE

Interest paid

The following transactions did not involve

During the year ended December 31, 2023,

senior secured notes principal balance of $ 9,159,907 was settled upon disposition of Sovryn to lender.

During the year ended December 31, 2022, convertible notes and interest with a carrying value of $ 80,004 were converted into 4,000,216 shares of Common Stock.

See the accompanying Notes to the Consolidated

Financial Statements

MADISON TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

(Currency expressed in United States

Dollars (“US$ or $”), except for number of shares)

Note 1 Nature of Operations

Madison Technologies Inc.

(the “Company”)

was incorporated on June 15, 1998 in the State of Nevada, and our shares of Common Stock are quoted on the Experts Market tier

of the over-the-counter market operated by OTC Markets, Inc.

Note 2 Restatement of 2022 Financial

As of and for the year ended December 31, 2022

The effects of the restatement on the consolidated balance sheet

as of December 31, 2022, are summarized in the following table:

Current Assets:

Prepaid expenses

Assets from discontinued operations

Total Current Assets

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIENCY

Current Liabilities:

Accounts payable and accrued liabilities

Derivative liabilities

Promissory notes

Convertible notes

Interest payable on senior secured notes

Senior secured notes

Liabilities from discontinued operations

Total Current Liabilities

Total Liabilities

Mezzanine Equity:

Preferred Shares - Series A

Preferred Shares - Series B

Preferred Shares - Series C

Preferred Shares - Series D

Preferred Shares - Series E

Preferred Shares - Series E-1

Preferred Shares - Series F

Preferred Shares - Series G

Preferred Shares - Series H

Stockholders’ Deficiency:

Preferred Shares - Series A

Preferred Shares - Series B

Preferred Shares - Series C

Preferred Shares - Series D

Preferred Shares - Series E

Preferred Shares - Series E-1

Preferred Shares - Series F

Preferred Shares - Series G

Preferred Shares - Series H

Common shares

Additional paid-in capital

Accumulated deficit

Total Stockholders’ Deficiency

Total Liabilities, Mezzanine Equity and Stockholders’ Deficiency

The following are descriptions of the

restatement adjustments to the consolidated balance sheet.

The Company identified a presentation error in the prior year consolidated financial statements, in which intercompany balance was incorrectly classified as an investment rather than being eliminated in consolidation.

As a result, the prior period financial statements have been restated to correct this error.

The adjustment reflects additional

interest accrual related to certain issued debt instruments, resulting from corrections to prior period calculations.

determined that the original accruals did not fully comply with the terms of the respective debt agreements.

Accordingly, the

restatement increases both accrued liabilities and interest expense.

Additionally, it reflects accruals

of a previously unrecorded professional fee.

The adjustment reflects a decrease in derivative liabilities and a corresponding increase in additional paid-in capital and convertible notes, due to a 2021 amendment to the warrant agreement that met the fixed-for-fixed criteria and required equity classification.

The restatement reflects the impact of this amendment which was inadvertently omitted from the prior year’s consolidated financial statements.

The adjustment reflects a reallocation of discounts on promissory and convertible notes payable to equity, following a reassessment of warrants that meet the criteria for separate equity classification under U.S.

This resulted in a reduced initial carrying amount of the related debt, which is amortized over the term of the notes.

The adjustment represents an increase of interest payable due to an inadvertent under-accrual on debts.

The adjustment reflects a correction in

the accounting for debt discounts on senior secured notes, primarily due to a reassessment of embedded feature classification and

the application of the effective interest method.

The restatement revises the amortization profile of the unamortized discount

to align with the effective interest rate methodology.

The restatement corrects the application

of the amortization method used in prior periods.

using the effective interest rate method, resulting in a revised amortization

profile of the unamortized discount.

The adjustment represents the reclassification of preferred stock based on an evaluation of the relevant rights and terms under U.S.

The Series A and C Preferred Stock have been reclassified to mezzanine equity.

The Series D, E, E-1, F, G, and H Preferred Stock have been reclassified to permanent equity.

This restatement corrects the prior period classification to reflect the appropriate presentation.

The adjustment primarily reflects (i) the recognition of equity-classified warrants issued in connection with various debt instruments, resulting in an increase to additional paid-in capital (APIC), and (ii) the correction of the Series E Preferred Stock fair value issued as consideration in a business combination during 2021 with a corresponding impact on goodwill;

subsequently the inflated goodwill was fully impaired.

The correction reduces both APIC and accumulated deficit.

The effects of the restatement on the consolidated statements of operations for the year ended December

31, 2022 are summarized in the following table:

General and administrative

Professional fees

Impairment of notes receivable

Long-lived assets impairment loss

Total operating expenses

Loss before other expense

Other income (expense):

Amortization expenses

Interest expenses

Total other income (expense)

Net loss from continuing operations

Loss from discontinued operations

The following descriptions of the restatement adjustments to

the consolidated statements of operations excludes a description of errors previously identified and concluded as immaterial

that were also corrected as part of the restatement.

The adjustment reflects a reclassification from amortization expenses as the amount should have been included in general and administrative expenses.

The adjustment represents a net increase in professional fees that resulted from the correction to accounting for issuances of notes payable.

See note 2 to the restatement of the consolidated balance sheet.

The adjustment reflects

A reclassification from amortization expenses as the amount should have been included in general and administrative expenses

The correction of previously overstated amortization expense on debt instruments, resulting from the application

of the effective interest method.

The restatement aligns expense recognition with U.S.

GAAP and recalculates amortized interest

based on contractual loan terms.

See notes 4, 5 and 6 to the restatement of the balance sheet.

In addition, interest expense increased as a result of recalculating periodic interest based on the contractual

See notes 2 to the restatement of the balance

effects of the restatement on the consolidated statement of mezzanine equity and stockholders’ deficiency for the year ended December 31,

2021 and 2022 are summarized in the following table:

Mezzanine Equity

Preferred Stock

Additional Paid

As Previously Reported

Balance, December 31, 2021

2 unchanged sentences

( 3,673,319 )

Conversion of convertible note into Common Stock

Net loss for the period

Restatement Adjustments:

Issuances of shares Series D, E-1 and H Preferred Stock

( 1,347,395 )

Issuance of equity classified warrants

Issuances of shares Series A, B, D, E and F Preferred Stock

( 4,956,505 )

Balance, December 31, 2022

( 4,956,505 )

Net loss for the year

Balance, December 31, 2021

1,599,095,027

( 10,646,886 )

For the Year Ended December 31, 2021

Mezzanine Equity

Preferred Stock

Additional Paid

As Previously Reported

Balance, December 31, 2022

1 unchanged sentence

( 28,886,832 )

Cancellation of Series A Preferred

Conversion of debt to Series D Preferred

Series E Preferred issued for acquisition of assets

Series F Preferred issued for convertible note

Equity portion of debts issued and extinguished

Common issued for Series B Preferred transfer

Series E Preferred exchanged for Series E-1 Preferred

( 16,733,123 )

( 1,092,541 )

Conversion of Series F Preferred into Common Stock

Sale of Series G Preferred and conversion into Common Stock

Common Stock exchanged for Series H Preferred

Issuances of shares Series D, E and E-1 and H Preferred Stock

( 1,347,395 )

Conversion of Series D

Net loss for the period

Issuance of equity classified warrants

Issuances of shares Series A, B, D, E and F Preferred Stock

( 4,956,505 )

Accumulated deficit for the year ended December 31, 2021

Issuance of equity classified warrants

Net loss for the year

Balance, December 31, 2022

2 unchanged sentences

( 12,372,123 )

See the accompanying

Notes to the Consolidated Financial Statements.

TECHNOLOGIES INC.

Statements of cash flows

December 31, 2022

December 31, 2021

The following descriptions of the restatement adjustments to the consolidated statements of mezzanine

equity and stockholders’ deficiency excludes a description of errors previously identified and concluded as immaterial that

were also corrected as part of the restatement.

The adjustment represents the reclassification of Series D, E-1 and H Preferred Stock as permanent equity rather than as originally reported mezzanine equity.

The adjustment corrects prior-period

errors in the accounting for equity-classified warrants issued with promissory and senior secured notes.

The warrants have now

been properly recognized under U.S.

GAAP, resulting in an increase to additional paid-in capital.

See note 3 to the restatement

of the consolidated balance sheet.

The adjustment is primarily

composed of the following:

year ended December 31, 2020, the Company issued Series A and B preferred stock to acquire a license agreement.

the fair value assigned to those preferred stock was approximately $343,000 and the license agreement acquired was

recognized at the same amount.

During the year ended December 31, 2021, the license agreement asset was disposed.

After reassessment of the

fair value of Series A and B preferred stock, the Company determined the fair value was approximately $70,000.

effect of this reassessment resulted in an adjustment to reduce fair value of Series A and B preferred stock of

$270,000 and a decrease of accumulated deficit of the same amount.

See note 8 to the restatement of the consolidated

balance sheet.

the year ended December 31, 2021, the Company issued Series E Preferred Stock as consideration in a business combination.

Previously the fair value assigned to Series E preferred stock was approximately $4.2M and a goodwill in the same

amount was recognized upon the business combination.

During year ended December 31, 2021, the goodwill was fully

After reassessment of the

fair value of Series E preferred stock, the Company determined the fair value was approximately $380,000.

of this reassessment resulted in an adjustment to reduce fair value of Series E preferred stock of approximately

$3.8M and a decrease in the accumulated deficit by the same amount.

See note 8 to the restatement of the

consolidated balance sheet.

the year ended December 31, 2021, the Company issued Series F Preferred Stock pursuant to acquisition of the senior secured

notes financing.

Previously the fair value assigned to Series F preferred stock was approximately $864,000 and the

Company wrongly charged $864,000 as expenses in 2021.

After reassessment of the

fair value of Series F preferred stock, the Company determined the fair value was approximately $32,000.

The effect of this

reassessment resulted in an adjustment to separate $32,000 from additional paid-in capital to treat as a discount of senior

secured notes face value, reduce fair value of Series F preferred stock of approximately $832,000, decrease of accumulated

deficit of approximately $864,000.

See note 8 to the restatement of the consolidated balance sheet.

Please refer to effects of the restatement on the consolidated statements of operations for the year ended December 31, 2022.

The effects of the restatement on the consolidated statement

of cash flows for the year ended December 31, 2022 are summarized in the following table:

Year Ended December 31, 2022

Restatement Adjustment

Cash flows from operating activities:

2 unchanged sentences

( 9,227,986 )

Adjustments to reconcile net loss to cash used in operating activities:

Amortized interest

Bad debt expense

Adjustments to reconcile net loss to net cash used in operating activities

Amortized expenses

Impairment of notes receivable

Fair value of Warrant issued for services

Loss on disposal of CZJ License

Losses from impairment of long-lived assets and goodwill

Changes in non-cash working capital items:

Losses from impairment of long-lived assets

Prepaid expenses

Accounts payable and accruals

Interest payable

Interest receivable

Accounts payable and accrued liabilities

Interest payable for senior secured notes

Net cash used in operating activities

1 unchanged sentence

( 2,823,783 )

flows from investing activities:

Purchases of intangible assets

Funds advanced for note receivable

Net cash used in investing activities

Net cash provided by discontinued operating activities

Cash flows from investing activities

Net cash used in discontinued investing activities

Cash flows from financing activities

Proceeds from convertible and promissory notes sold

Proceeds from sales of Series G Preferred Stock

Repayment of convertible note

Net cash provided by financing activities

Cash flows from continuing operations

( 1,068,304 )

Cash flows from discontinued operations:

Net cash provided by (used in) operating activities

( 2,204,652 )

Net cash used in investing activities

( 15,095,950 )

Cash flows from discontinued operations

( 17,300,602 )

Net decrease in cash

3 unchanged sentences

Interest paid

During the year ended December 31,

2021 and 2022, the following transactions did not involve cash:

Demand notes, convertible

notes and interest with a carrying value of $ 668,214 were exchanged for 230,000 preferred shares of Series D.

$ 1,463,936 in operating

leases for equipment were capitalized and leases payable of the same amount were recorded.

1,000 shares of Series E Preferred Stock were issued by the Company in exchange for 100 % of the common

shares of Sovryn Holdings Inc.

The shares were valued

at $ 4,225,062 and goodwill of $ 4,224,962 was recorded and subsequently impaired.

$ 100 of common shares were eliminated upon consolidation.

1,000 shares of Series E Preferred Stock were exchanged for 1,152,500 shares of Series E-1 Preferred Stock

and 1,091,388,889 shares of Common Stock.

Convertible notes

and interest with a carrying value of $ 80,004 were converted into 4,000,216 shares of Common Stock.

See the accompanying Notes to the Consolidated Financial Statements

MADISON TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

Note 1 Nature of Operations

Madison Technologies Inc.

(the “Company”)

was incorporated on June 15, 1998 in the State of Nevada, and our shares of Common Stock are quoted on the Experts Market tier

of the over-the-counter market operated by OTC Markets, Inc.

Madison Technologies Inc.

is seeking to

create, develop and launch BlockchainTV (“BCTV”), the first-to-market 24/7 television broadcast and streaming communications

network designed to bring the most up-to-date Crypto information and entertainment to the masses in the U.S.

and around the world.

During August 2021, our shareholders approved

to amend our Articles of Incorporation to increase our authorized common stock from 500,000,000 shares to 6,000,000,000 shares.

The following descriptions of the restatement adjustments

to the consolidated statement of cash flows excludes a description of errors previously identified and concluded as immaterial

that were also corrected as part of the restatement.

Please refer to effects of the restatement on the consolidated statements of operations for the year ended December 31, 2022

The adjustment reflects a correction to the recognition and measurement of interest and amortization expenses associated with the Company’s debt instruments.

The Company identified errors in the amortization methodology previously applied.

Specifically, the prior accounting overstated amortization expense due to deviations from the effective interest method.

The restatement corrects this by applying the effective interest method consistently in accordance with U.S.

The adjustment reflects

a correction to add back impairment loss on notes receivable recognized in consolidated statement of operations for year ended

December 31, 2022.

The adjustment removed

a non-cash add-back.

The adjustment reflects

a correction to add back losses from impairment of long-lived assets recognized in consolidated statement of operations for

year ended December 31, 2022.

The adjustment is

mainly due to the increased interest expenses accruals.

adjustment corrected an error when calculating cash flow from discontinued operations.

Please refer to the effects of the restatement

on the consolidated balance sheet and statement of operations.

Note 3 Going Concern

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For the year ended December 31, 2023, we generated no revenues

from continuing operations, incurred a net loss of $ 13,139,810 and had a working capital deficit and an accumulated deficit of

$ 13,860,314 and $ 28,886,831 , respectively, at December 31, 2022.

It is management’s opinion that these matters raise substantial

doubt about our ability to continue as a going concern for a period of twelve months from the issuance date of this report.

ability to continue as a going concern is dependent upon management’s ability to raise additional capital as needed from

the sales of stock or debt and further implement our business plan.

The accompanying consolidated financial statements do not include

any adjustments that might be required should we be unable to continue as a going concern.

from continuing operations, incurred a net loss of $ 5,291,589 [2022 - $ 9,227,986 ] and had a working capital deficit and an accumulated

deficit of $ 17,585,746 and $ 28,857,578 , respectively [2022 - $ 12,372,123 and $ 23,556,280 respectively].

It is management’s

opinion that these matters raise substantial doubt about our ability to continue as a going concern for a period of twelve months

from the issuance date of these consolidated financial statements.

Our ability to continue as a going concern is dependent upon

management’s ability to raise additional capital as needed from the sales of stock or debt and further implement our business

However, the Company may not be able to secure such financing in a timely manner or on favourable terms, if at all.

if the Company issues equity securities to raise additional funds, its existing stockholders may experience dilution, and the

new equity securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders.

The accompanying consolidated financial statements do not include any adjustments that might be required should we be unable to

continue as a going concern.

Note 4 Summary of Significant Accounting

Use of estimates

Basis of Presentation

The accompanying consolidated financial

statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates

the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.

Significant accounting estimates and

The preparation of the consolidated financial

statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that

affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of revenue and expenses during the reporting period.

Management makes its best estimate of

the ultimate outcome for these items based on historical trends and other information available when the financial statements are

Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the

period when new information becomes available to management.

Actual results could differ from those estimates.

statements requires the use of estimates and assumptions to be made in applying the accounting policies that affect the reported

amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities.

The estimates and

related assumptions are based on previous experiences and other factors considered reasonable under the circumstances, the results

of which form the basis for making the assumptions about the carrying values of assets and liabilities that are not readily apparent

from other sources.

The estimates and underlying assumptions

are reviewed on an ongoing basis.

Revisions to accounting estimates are recognized in the period in which the estimate is revised

if the revision affects only that period or in the period of the revision and future periods if the revision affects both current

and future periods.

Significant accounts that require estimates

as the basis for determining the stated amounts include impairment analysis and fair value of warrants, promissory notes, convertible

notes, senior secured notes and derivative liabilities.

● Fair value of equity classified conversion feature and warrants

In determining the fair value of the equity

classified conversion feature and warrant pursuant to debt financing transactions, the Company used the Black-Scholes option pricing

model with the following assumptions:

volatility rate, risk-free rate, and the remaining expected life of the warrants that are

classified under equity.

● Fair value of derivative liabilities

In determining the fair values of the derivative

liabilities from the conversion features and warrants issued pursuant to debt financing and equity financing transactions, the

Company used Monte-Carlo model with the following assumptions:

dividend yields, volatility, risk-free rate and the remaining expected

Changes in those assumptions and inputs could in turn impact the fair value of the derivative liabilities and can have a

material impact on the reported loss and comprehensive loss for the applicable reporting period.

● Impairment of Intangible Assets and Goodwill

The Company evaluates the recoverability

of its intangible assets and goodwill when events or changes in circumstances indicate that the carrying amounts may not be recoverable.

The assessment of impairment involves significant management judgment and estimates, particularly in determining whether impairment

indicators exist and in estimating future undiscounted cash flows and recoverable amounts of the assets.

Key assumptions used in this analysis include

expected future cash flows, projected operating performance, time horizons, growth rates, and discount rates, all of which require

a high degree of judgment and are subject to uncertainty.

Changes in these assumptions or a deterioration in the economic environment

may result in the recognition of impairment losses.

As of the reporting date, management reviewed

the carrying amounts of assets including accounts receivable, equipment, intangible assets, and goodwill, and determined that no

impairment was required.

However, these estimates are inherently uncertain and may change in future periods.

● Impairment of Property and Equipment

The Company reviews the carrying value

of property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amounts may not

be recoverable.

Determining whether an impairment exists involves significant management judgment, including identifying triggering

events, estimating future undiscounted cash flows expected to be generated from the use of the asset, and assessing recoverability

based on those projections.

Key assumptions include anticipated future

operating results, usage patterns, asset-specific performance, and potential for alternative use or disposition.

These assumptions

are subject to change based on future market conditions or operational changes.

As of the reporting date, management evaluated

its property and equipment for indicators of impairment and determined that no impairment charges were required.

However, the estimates

and assumptions used in this analysis are inherently uncertain and may change in future periods.

● Impairment of Right-of-Use Assets

The Company evaluates right-of-use (ROU)

assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an ROU asset may not be

Determining whether an impairment exists involves significant judgment, including the identification of impairment

indicators and the estimation of future undiscounted cash flows expected to result from the use and eventual disposition of the

underlying leased asset.

Key assumptions in the evaluation include

lease term assumptions, sublease income (if applicable), asset utilization strategies, and market conditions affecting the economic

benefit of the leased asset.

These estimates are inherently uncertain and require management to make judgments about future conditions.

As of the reporting date, the Company assessed

its ROU assets for impairment and concluded that no impairment charges were required.

However, future changes in expected use or

economic conditions could result in impairment in subsequent periods.

● Useful life of property and equipment

The Company employs significant estimates

to determine the estimated useful lives of property and equipment, considering industry trends such as technological advancements,

past experience, expected use and review of asset useful lives.

The Company makes estimates when determining depreciation methods,

depreciation rates and asset useful lives, which requires considering industry trends and company-specific factors.

reviews depreciation methods, useful lives and residual values annually or when circumstances change and adjusts its depreciation

methods and assumptions prospectively.

Provisions are recognized when the Company

has a present obligation, legal or constructive, as a result of a previous event, if it is probable that the Company will be required

to settle the obligation and a reliable estimate can be made of the obligation.

The amount recognized is the best estimate of the

expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties

surrounding the obligations.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best

estimate of the expected future cash flows.

● Contingencies

Contingencies can be either possible assets

or possible liabilities arising from past events, which, by their nature, will be resolved only when one or more uncertain future

events occur or fail to occur.

The assessment of the existence and potential impact of contingencies inherently involves the exercise

of significant judgment and the use of estimates regarding the outcome of future events.

● Income and other taxes

The calculation of current and deferred

income taxes requires the Company to make estimates and assumptions and to exercise judgment regarding the carrying values of assets

and liabilities which are subject to accounting estimates inherent in those balances, the interpretation of income tax legislation

across various jurisdictions, expectations about future operating results, the timing of reversal of temporary differences and

possible audits of income tax filings by the tax authorities.

In addition, when the Company incurs losses for income tax purposes,

it assesses the probability of taxable income being available in the future based on its budgeted forecasts.

These forecasts are

adjusted to take into account certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses.

When the forecasts indicate that sufficient

future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible

temporary differences.

Changes or differences in underlying estimates or assumptions may result in changes to the current or deferred

income tax balances on the consolidated balance sheets, a charge or credit to income tax expense included as part of net income

(loss) and may result in cash payments or receipts.

Judgment includes consideration of the Company’s future cash requirements

in its tax jurisdictions.

All income, capital and commodity tax filings are subject to audits and reassessments.

Changes in interpretations

or judgments may result in a change in the Company’s income, capital, or commodity tax provisions in the future.

of such a change cannot be reasonably estimated.

● Incremental borrowing rate for lease

The determination of the Company’s

lease obligation and right-of-use asset depends on certain assumptions, which include the selection of the discount rate.

rate is set by reference to the Company’s incremental borrowing rate.

Significant assumptions are required to be made when

determining which borrowing rates to apply in this determination.

Changes in the assumptions used may have a significant effect

on the Company’s consolidated financial statements.

● Going concern

The Company evaluates its ability to continue

as a going concern in accordance with ASC 205-40, Presentation of Financial Statements – Going Concern.

This assessment requires

significant judgment and involves the evaluation of relevant conditions and events that are known or reasonably knowable at the

date the financial statements are issued, including the Company’s current financial condition, obligations due within one

year, expected future cash flows, access to capital, and management’s plans.

The assessment involves inherent uncertainty,

as it requires management to project future conditions and the effectiveness of any plans intended to address potential liquidity

If substantial doubt about the Company’s ability to continue as a going concern is identified, management evaluates

whether its plans will mitigate that doubt, and appropriate disclosures are made in the financial statements.

Consolidation

The accompanying consolidated financial

statements include the accounts of our current and former wholly owned subsidiaries, Blockchain.tv, Inc., SovRryn Holdings Inc

(“Sovryn”) and CZJ License Inc.

Sovryn is consolidated up until December 31, 2022 and recognized as a discontinued

CZJ License Inc.

was consolidated up until it was sold on November 15, 2021.

All the intercompany balances and transactions

have been eliminated in the consolidation.

During the year ended December 31, 2021, the operations of Sovryn and CZJ License Inc.

were consolidated into our operations and were designated as discontinued.

statements include the accounts of our current and former wholly owned subsidiaries, Blockchain.tv, Inc.

and SovRryn Holdings Inc

Blockchain.tv Inc.

is dormant has not had operations since its inception.

Sovryn is consolidated up until

January 31, 2023 and recognized as a discontinued operation.

All the intercompany balances and transactions have been eliminated

in the consolidation.

The functional and reporting currency of the Company and its subsidiaries are U.S.

Segment reporting

Our chief operating decision maker is our

chief executive officer, who reviews information on an aggregated basis.

Reclassifications

Certain prior year amounts have been reclassified

to conform to the current year presentation.

Revenue recognition

We adopted the ASC Topic 606, Revenue from

Contracts with Customers (“ASC 606”).

We recognize revenue when we transfer promised services to the customer.

performance obligation is the monthly services rendered.

We have one main revenue source which is leasing of television station

Accordingly, we recognize revenue when services are provided as time passes the customers have access to utilize the

These revenues are billed in advance, arrears and/or are prepaid.

The performance obligation is the monthly services rendered.

At December 31, 2022, we have one main revenue source, which is leasing of television channels.

Where there is a leasing contract

for channels, we bill monthly for our services as rendered.

Where there is no contract, the revenue is recognized as provided.

We recognize revenue in accordance with

ASC 606 using the following 5 steps to identify revenues:

identify the contract with a customer;

identify the performance obligations in the contract;

determine the transaction price;

allocate the transaction price to performance obligations in the contract;

recognize revenue as the performance obligation is satisfied.

Advances from client deposits are contract

liabilities with customers that represent our obligation to either transfer goods or services in the future, or refund the amount

Where possible, we obtain retainers to lessen our risk of non-payment by our customers.

Advances from client deposits

are recognized as revenue as we meet specified performance obligations as detailed in the contract.

Operating leases

Operating segments are defined as components

of an entity where discrete financial information is evaluated regularly by the chief operating decision maker in deciding how

to allocate resources and assessing performance.

We identified our Chief Executive Officer as the chief operating decision maker.

We operate in one operating segment.

Our operating decision maker allocates resources and assesses performance at the consolidated

In February 2016, the FASB issued ASU 2016-02,

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A recoverability test will be performed and, if applicable, unscheduled amortization is considered.

License agreements have been capitalized,

recorded at cost and amortized over the life of the contracts.

They will be amortized over the life of the license to which it

Impairment of Long-Lived Assets and Goodwill

The carrying value of long-lived assets is reviewed for impairment

whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable.

An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected

to result from the use of the asset and its eventual disposition.

The amount of the impairment loss to be recorded is calculated

by the excess of the asset’s carrying value over its fair value.

Fair value is generally determined using a discounted cash

flow analysis.

The Company tests goodwill for impairment annually as of December

31, or whenever events or changes in circumstances indicate that goodwill may be impaired.

The Company initially assesses qualitative

factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not

that the fair value of a reporting unit is less than its carrying amount.

If, after assessing the totality of events or circumstances,

the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then

the Company compares the reporting unit’s carrying amount to its fair value.

If the reporting unit’s carrying amount

exceeds its fair value, an impairment charge is recorded based on that difference.

Equipment represents purchases made for

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over their estimated useful lives.

Website development costs

We recognized the costs associated with

developing a website in accordance with ASC 350-50 “Website Development Cost”.

The website development costs are divided

into three stages, planning, development and production.

The development stage can further be classified as application and infrastructure

development, graphics development and content development.

In short, website development cost for internal use should be capitalized

except content input and data conversion costs in content development stage.

Costs associated with the website consist

primarily of website development costs paid to third party.

These capitalized costs will be amortized based on their estimated

useful life over three years upon the website becoming operational.

Internal costs related to the development of website content

will be charged to operations as incurred.

Website development costs related to the customers are charged to cost of sales.

Impairment of Long-Lived

In accordance with the provisions of ASC

Topic 360, “Impairment or Disposal of Long-Lived Assets ” , all long-lived assets such as plant and equipment

Topic 360, “Impairment or Disposal of Long-Lived Assets ” , all long-lived assets such as property and equipment

and intangible assets we hold and use are reviewed for impairment whenever events or changes in circumstances indicate that the

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cash by periodically evaluating the credit quality of its primary financial institution.

Financial instruments

Our financial instruments consist principally

of cash, accounts payable, accrued liabilities and notes payable.

The carrying amounts of such financial instruments in the accompanying

financial statements approximate their fair values due to their relatively short-term nature or the underlying terms are consistent

with market terms.

It is the management’s opinion that we are not exposed to any significant currency or credit risks arising

from these financial instruments.

Fair value measurements

We follow the guidelines in ASC Topic 820

“Fair Value Measurements and Disclosures”.

Fair value is defined as the price that would be received from selling an

asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

When determining

the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal

or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants

would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

We apply the following fair value hierarchy,

which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon

the lowest level of input that is available and significant to the fair value measurement.

All financial instruments approximate

their fair value.

Level 1 — Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

Convertible Notes with Fixed Rate Conversion

We may enter into convertible notes, some

of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be

converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion.

This results in a fair value of the convertible note being equal to a fixed monetary amount.

We record the convertible note liability

at its fixed monetary amount by measuring and recording a premium, as applicable, on the note date with a charge to interest expense

in accordance with ASC 480 - “Distinguishing Liabilities from Equity”.

Advertising and promotion costs

We follow ASC 720 “Advertising Costs”

and expenses costs as incurred.

Stock-based compensation

We follow the guideline under ASC 718,

“Stock Compensation”.

The standard provides that for all stock-based compensation plans, including employee stock options,

restricted stock, employee stock purchase plans and stock appreciation rights, which requires that all share-based payments to

both employees and directors be recognized in the income statement based on their fair values.

For non-employees stock-based compensation,

We apply ASC 505 Equity-Based Payments to Non-employees.

This standard provides that all stock-based compensation related to non-employees

be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever can be

most reliably be measured or determinable.

Comprehensive income

ASC Topic 220, “ Comprehensive

Income ”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances.

Comprehensive income as defined includes all changes in equity during a period from non-owner sources.

Accumulated other comprehensive

income, as presented in the accompanying consolidated statements of changes in stockholders’ equity, consists of changes

in unrealized gains and losses on foreign currency translation.

This comprehensive income is not included in the computation of

income tax expense or benefit.

Fair Value of Financial Instruments

ASC 820 defines fair value, establishes

a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities.

820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price)

in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on

the measurement date.

ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable

inputs and minimize the use of unobservable inputs when measuring fair value.

The standard describes three levels of inputs that

may be used to measure fair value:

● Level 1 – Valuation based

on quoted market prices in active markets for identical assets or liabilities.

● Level 2 – Valuation based

on quoted market prices for similar assets and liabilities in active markets.

● Level 3 – Valuation based

on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate

of what market participants would use as fair value.

In instances where the determination of

the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy

within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement

in its entirety.

The Company’s assessment of the significance of a particular input to the fair value measurement in its

entirety requires judgment, and considers factors specific to the asset or liability.

Fair value estimates presented herein are

based on market assumptions and information available to management as of the reporting date.

The carrying amounts of certain financial

instruments approximate their fair values due to their short-term maturities or because their stated interest rates approximate

market rates.

These instruments include accounts payable and accrued expenses, and interest payable on senior secured notes.

also includes cash, accounts receivable, accounts payable and accrued expenses that were part of the assets and liabilities of

discontinued operations.

The Company’s derivative liabilities

are carried at fair values and are classified as Level 3 financial instruments.

Convertible notes and other debt instruments

In connection with the issuance of promissory

and convertible notes, in certain instances we issued common share purchase warrants (the "Warrants") that entitle the

holder to purchase 500,000 shares of our Common Stock at a specified fixed exercise price at any time within a time period specified

within each Warrant.

We evaluated the embedded conversion feature, if any, and the warrants and concluded that they qualified as

equity instruments under Accounting Standards Codification (ASC) 815, Derivatives and Hedging, and ASC 815-40, Contracts in Entity’s

The fair value of the Warrants were separated from the promissory and convertible notes and accounted for as a reduction

of the carrying amount of the note with an increase to additional paid-in capital.

With respect to the embedded conversion

features in the senior secured notes, although they qualify as derivatives under ASC 815, the Company concluded that no reliable

basis exists to determine their fair value as of the reporting date.

Accordingly, no value has been assigned to the conversion

features, and the derivative liability recognized pertains solely to the freestanding warrants.

The fair value of the Warrants that represented

a discount was amortized and included in the consolidated statements of operation over the term of each note using the effective

interest method.

Series A and C Convertible Preferred

The Series A and C convertible preferred

stock (“Series A Preferred Stock” and “Series C Preferred Stock”) were accounted for as mezzanine equity

and the embedded conversion feature was accounted for as derivative liabilities with change in fair value at each reporting period

end charged to the consolidated statements of operation in accordance with ASC 480 and ASC 815.

Loss per share

Net Loss Per Share

Basic loss per share is calculated by dividing

the loss attributable to stockholders by the weighted-average number of shares outstanding for the period.

Diluted loss per share

reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted

into common stock or resulted in the issuance of common stock that shared in our earnings (loss).

Diluted loss per share is computed

by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive

potential shares outstanding unless such dilutive potential shares would result in anti-dilution.

As of December 31, 2022 and 2021,

no options were outstanding and 246,173,016 and 192,573,017 warrants were outstanding and exercisable, respectively.

Additionally,

as of December 31, 2022 and 2021, the outstanding principal balance, including accrued interest of the third-party convertible

debt, totaled $ 22,154,828 and $ 17,365,033 , respectively, and was convertible into 1,148,500,170 and 866,192,064 shares of Common

Stock, respectively.

We issued shares of Preferred Stock that may be converted into our Common Stock.

Of the outstanding shares

of Preferred Stock as of December 31, 2022 and 2021, as applicable, Series A Preferred Stock was convertible into 318,056,580 shares

of Common Stock.

Series D Preferred Stock was convertible into 155,000,000 shares of Common Stock, Series E-1 Preferred Stock was

convertible into 1,152,500,000 shares of Common Stock and Series H Preferred Stock was convertible into 39,895,000 shares of Common

The total potentially dilutive shares calculated are 3,060,124,766 and 2,724,216,661 as of December 31, 2022 and 2021, respectively.

It should be noted that contractually the limitations on the third-party notes (and the related warrants) limit the number of shares

converted into either 4.99% or 9.99% of the then outstanding shares.

As of December 31, 2022, and 2021, potentially dilutive securities

consisted of the following:

Schedule of Potentially Dilutive Securities

Convertible Preferred Stock

1,665,451,580

Convertible debt

1,148,500,170

3,060,124,766

2,724,216,661

The Company has adopted the Financial Accounting

Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides

for calculation of “basic” and “diluted” earnings per share.

Basic loss per share of common stock is computed

by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

Diluted earnings or

loss per share of common stock is computed similarly to basic earnings or loss per share except the weighted average shares outstanding

are increased to include additional shares from the assumed exercise of any common stock equivalents, if dilutive.

The Company’s

warrants and conversion features contained in notes payables are considered common stock equivalents for this purpose.

earnings is computed utilizing the treasury method for the warrants and conversion features.

Diluted earnings with respect to the

convertible promissory notes utilizing the if-converted method was not applicable during the periods presented as no conditions

required for conversion had occurred.

No incremental common stock equivalents were included in calculating diluted loss per share

because such inclusion would be anti-dilutive given the net loss reported for the periods presented.

Business Combinations

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to calendar year 2023.

We are currently assessing the impact of the adoption of this ASU on its financial statements.

We have adopted the ASU in year ended December 31, 2023.

Related Party Transactions

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party transactions.

Pursuant to ASC 850-10-20,

related parties include:

Pursuant to ASC 850-10-20, related parties include:

a) our affiliates;

b) entities for which investments in their equity securities would be required, absent

the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted

for by the equity method by the investing entity;

c) trusts for the benefit of employees, such as pension and profit sharing trusts

that are managed by or under the trusteeship of management;

b) entities for which investments in their equity securities would be required, absent the election of the fair value option under

the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity;

c) trusts for the benefit of employees, such as pension and profit sharing trusts that are managed by or under the trusteeship

of management;

d) our principal owners;

e) our management;

f) other parties with which

we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent

that one of the transacting parties might be prevented from fully pursuing its own separate interests;

and g) other parties that

can significantly influence the management or operating policies of the transacting parties or that have an ownership interest

in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties

might be prevented from fully pursuing its own separate interests.

f) other parties with which we may deal if one party controls or can

significantly influence the management or operating policies of the other to an extent that one of the transacting parties might

be prevented from fully pursuing its own separate interests;

and g) other parties that can significantly influence the management

or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly

influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate

Material related party

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an entity’s operations and financial results.

We follow the guideline under ASC Topic

740 Income Taxes.

“Accounting for Income Taxes” which requires the recognition of deferred tax assets and liabilities

for the expected future tax consequences of events that have been included in the financial statements or tax returns.

method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets

and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable

to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary,

to reduce deferred tax assets to the amount expected to be realized.

Due to the uncertainty regarding our future profitability,

the future tax benefits of its losses have been fully reserved.

The Company accounts for income taxes in

accordance with ASC 740.

The Company provides for Federal, State and Provincial income taxes payable, as well as for those deferred

because of the timing differences between reporting income and expenses for consolidated financial statement purposes versus tax

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between

the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those

temporary differences are expected to be recoverable or settled.

The effect of a change in tax rates is recognized as income or

expense in the period of the change.

A valuation allowance is established, when necessary, to reduce deferred income tax assets

to the amount that is more likely than not to be realized.

Recently Issued Accounting Pronouncements

We adopt new pronouncements relating to

generally accepted accounting principles applicable to us as they are issued, which may be in advance of their effective date.

In May 2021, the FASB issued ASU 2021-04,

Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic

718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40).

The new ASU addresses issuer’s

accounting for certain modifications or exchanges of freestanding equity-classified written call options.

This amendment is effective

for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

adoption is permitted.

We are currently evaluating the impact this new guidance will have on its financial statements

We do not believe that any other recently

issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated

In December 2019, the FASB issued ASU No.

2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes,

eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency

among reporting entities.

ASU 2019-12 is effective for fiscal years beginning after December 15, 2021.

Most amendments within the

standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified

retrospective basis.

There is no significant impact from adopting ASU 2019-12 on the Company’s financial condition, results

of operations, and cash flows.

In April 2021, The FASB issued ASU 2021-04

to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications

made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock).

The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant

to become liability-classified as an exchange of the original warrant for a new warrant.

This guidance applies whether the modification

is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance

of a new warrant.

The Company adopted this guidance for the fiscal year beginning April 1, 2022.

There is no significant impact

from adopting ASU 2021-04 on the Company’s financial condition, results of operations, and cash flows.

On March 28, 2023, the FASB issued ASU

2023-01, Leases (Topic 842):

Common Control Arrangements.

ASU 2023-01 is designed to clarify the accounting for leasehold improvements

associated with common control leases, thereby reducing diversity in practice.

The new standard is effective for the Company for

its fiscal year beginning January 1, 2024, with early adoption permitted.

The Company is currently evaluating the impact of adopting

the standard.

In November 2023, the Financial Accounting

Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

(“ASU 2023-07”) to improve the disclosures regarding a public entity’s reportable segments and address requests

from investors for additional, more detailed information about a reportable segment’s expenses.

The Company is required to

adopt the guidance in the fourth quarter of fiscal 2025, though early adoption is permitted.

The Company is currently evaluating

the impact of this amendment on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740):

Improvement to Income Tax Disclosures (“ASU 2023-09”) to provide disaggregated income tax

disclosures on rate reconciliation and income taxes paid.

The Company is required to adopt the guidance in the fourth quarter of

fiscal 2026, though early adoption is permitted.

The Company is currently evaluating the impact of this amendment on its consolidated

financial statements.

The Company continue to evaluate the impact

of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems.

Note 5 Notes Receivable

of Notes Receivable

Secured note – Top Dog Productions Inc.

Convertible note – ZA Group Inc.

Advances in escrow and prepaid expenses

Accrued interest

On September 9, 2021, we received a secured

promissory note with Top Dog Productions Inc.

On September 9, 2021, the Company received a promissory note with Top Dog Productions Inc.

that was secured by a blanket lien on all its assets.

We agreed to lend an aggregate principal sum of up to $ 2,000,000 that accrues at

18 unchanged sentences

Note 6 Intangible Assets

Our intangible assets primarily consist

of our domain names and access to a third-party streaming platform for our BCTV business, which are considered indefinite-lived

The intangible assets primarily consisted

of domain names and access to a third-party streaming platform for the BCTV business, which are considered indefinite-lived

intangible assets that are not amortized, but instead are tested at least annually for impairment.

2 unchanged sentences

the assets and recognized an impairment charge of $ 197,427 in the year ended December 31, 2022.

Note 6 Goodwill

Due to a sustained decline in the market

capitalization of our Common Stock during the fourth quarter of 2021, we performed an interim goodwill impairment test.

considered that, along with other possible factors affecting the assessment of our operations for the purposes of performing a

goodwill impairment assessment, including management assumptions about expected future revenue forecasts and discount rates, changes

in the overall economy, trends in the stock price, estimated control premium, other operating conditions, and the effect of changes

in estimates and assumptions that could materially affect the determination of fair value and goodwill.

As a result of the significant

decline in the current market capitalization despite any of the other positive factors contemplated and relatively little change

in our ongoing business operations, the outcome of this goodwill impairment test resulted in a charge for the impairment of goodwill

of $ 4,224,962 recorded in the consolidated financial statements for the year ended December 31, 2021.

Note 7 Accounts Payable and Accrued

2 unchanged sentences

Schedule of Accounts Payable and Accrued

(Restated) (Note 2)

Accounts payable

1 unchanged sentence

Accrued interest

Note 8 Derivative Liability

We incur a derivative liability when we

issue warrants in connection with the sale of notes payable.

Management has determined that the daily closing price of our Common

Stock is not a reliable factor for determining the value of the warrants and corresponding derivative liability on the basis that

(i) the average daily volume of our Common Stock traded is approximately $1,000, (ii) for approximately two months during 2022

and as of the date of this Annual Report on form 10-K, our Common Stock is listed on the OTC Expert Market that limits visibility

of our Common Stock to investors, and (iii) the share price is exceptionally volatile in its thinly traded status.

Valuation methods

such at Black-Scholes rely on daily closing prices and their volatility.

As a better representation of value, management is using

a share price of $0.018 per share to determine the derivative liability from the issuance of such warrants, which was the per share

price used in connection with the issuance of 255,555,556 shares of Common Stock issued upon conversion of the Series G Preferred

Stock on November 2, 2021.

For the years ended December 31, 2022 and

2021, our derivative liability was as follows:

Schedule of Derivative Liability

Balance at January 1

Liability for Warrants issued

Balance at December 31

In the years ended December 31, 2022

and 2021, we issued warrants

to purchase up to 53,600,000 and 192,573,016

shares of Common Stock, respectively.

Note 8 Derivative Liabilities

Senior Secured Notes

In connection with the issuance of senior

secured notes (see Note 12), the Company evaluated the embedded conversion features and freestanding warrants in accordance with

ASC 815, Derivatives and Hedging, and ASC 820, Fair Value Measurement.

Based on this evaluation, both instruments met the definition

of derivatives and were initially recognized as derivative liabilities.

Due to the limited trading activity and

pricing transparency of the Company’s Common Stock, observable market inputs for valuing these instruments were determined

to be unreliable.

Specifically:

Company’s Common Stock is listed on the OTC Expert Market, which restricts public

quotation and limits visibility to investors.

average daily trading volume of the Company’s Common Stock is approximately $1,000,

and the share price has historically been highly volatile in its thinly traded status.

to these limitations, valuation techniques that depend on quoted market prices cannot

be reliably applied.

Accordingly, the Company applied a market-based valuation technique using the most recent private placement price of $ 0.018 per share (dated November 2, 2021) as a proxy for fair value.

This valuation approach is considered a Level 3 fair value measurement within the fair value hierarchy due to the use of unobservable inputs.

The fair value of the freestanding warrants as of the reporting date was estimated based on this Level 3 input, and the corresponding derivative liability has been recorded.

Management believes this approach provides the most reasonable estimate of fair value in the absence of observable market data.

Significant unobservable input used in

the valuation was the private placement price of $0.018/share.

No sensitivity analysis is presented due to the absence of a reliable

market range of inputs.

Although the embedded conversion features

in the senior secured notes meet the definition of derivatives under ASC 815, the Company concluded that there is no reliable

basis to estimate their fair value as of the reporting date.

The features are highly sensitive to changes in various unobservable

inputs, and due to the lack of active trading, volatility benchmarks, or comparable market data, any valuation would be purely

Management assessed whether a Level 3 fair value estimate (e.g., using an option pricing model) could be developed,

but concluded that input assumptions such as volatility and market-based discount rates were not supportable.

As such, no value

has been assigned to the embedded conversion features, and the recognized derivative liability pertains solely to the freestanding

The Company will reassess the valuation of the conversion features in subsequent periods as market data becomes available.

On September 24, 2021, the exercise price

of the freestanding warrants was amended to a fixed amount.

As a result of this modification, the Company re-evaluated the classification

of the warrants in accordance with ASC 815-40, Contracts in Entity’s Own Equity, and determined that the amended warrants

qualified for equity classification.

Accordingly, the Company derecognized the related derivative liabilities and recorded the

warrants in equity (“End of derivative warrants treatment”).

Schedule of conversion to common stock

Opening balance

Derivative fair value at issuance pursuant to the issuance of senior secured notes

End of derivative warrants treatment (Note 14)

( 3,464,529 )

Balance at December 31, 2021, 2022 and 2023 (Restated) (Note 2)

Series A Preferred Stock

According to the terms of Series A Preferred

Stock (Note 14), The Company evaluated the conversion feature for potential derivative accounting treatment in accordance with

Accounting Standards Codification (ASC) ASC 820, Fair Value in Financial Instruments and 815, Derivatives and Hedging.

the conversion feature was determined to be derivative liabilities, and the Company recognized derivative liabilities upon issuance

of the Series A Preferred Stock accordingly.

Schedule of conversion to series A preferred stock

Derivative fair value upon issuance of Series A Preferred Stock

Change in fair value of derivative liabilities

Balance at December 31, 2020 (Restated) (Note 2)

Derecognition of derivative liabilities pursuant to extinguishment of Series A Preferred Stock

Balance at December 31, 2021, 2022 and 2023

The third party valuation relied on Monte-Carlo

methodology using geometric Brownian motion to value the derivative components, using the following assumptions for the Day 1 fair

value, fair value as at December 31, 2020:

Schedule of derivative components series A preferred stock

Derivative components

Day 1 Fair Value

December 31, 2020

Risk-free rate for term (%)

Volatility (%)

Remaining terms (Years)

Stock price ($ per share)

Note 9 Securities Exchange Agreements

10 unchanged sentences

of the fully diluted shares of our Common Stock immediately after such shares were issued.

The valuation for the Preferred Series

E shares was determined to be $ 4,225,062 based on the market value of our shares we exchanged at the date the transaction.

transaction was recorded as an asset purchase and we recorded goodwill of $ 4,224,962 , which was based on the market value of such

shares exchanged at the date of the transaction.

Based on a third-party valuation, the value of the 1,000 Preferred Series

E shares was determined to be $ 386,221 , which was recorded as an intangible asset See Note 14.

Note 10 Promissory Notes

On December 28, 2021, we issued a $ 500,000 promissory note that

bears interest at 12 % per annum and matures on March 31, 2023 .

In connection with such issuance, we issued 500,000

warrants that expire on December 31, 2023 and may be converted in shares of our Common Stock on or after June 26, 2022 at a price

of $ 0.025 per share.

We estimate the value such warrant to be approximately $ 9,000 , based on a value of $ 0.018 per share of our

Common Stock as of December 28, 2021.The promissory note is subordinate to the Notes we issued to the Investors.

As of December

31, 2022 and 2021, $ 500,000 in note principal is outstanding.

We have not yet repaid the noteholder and are in default.

On January 14, 2022, we issued an unsecured $ 150,000 note payable

with $ 15,000 in fees payable upon its April 5, 2022 maturity date, which we treated as deferred financing fees and amortize over the term

The obligation is subordinate to the Notes we issued to the Investors.

As of December 31, 2022, $ 120,000 in note principal

is outstanding.

We have not yet repaid the noteholder and are in default.

On January 14, 2022, we issued an unsecured $ 150,000 note payable

with $ 15,000 in fees payable upon its April 5, 2022 maturity date, which we treated as deferred financing fees and amortized over the

term of the note.

The obligation is subordinate to the Notes we issued to the Investors.

As of December 31, 2022, $ 135,000 in note

principal is outstanding.

We have not yet repaid the noteholder and are in default.

On April 27, 2022, we issued a $ 125,000

unsecured note payable that has a $ 12,500

original issue discount and matures on December

In connection with such issuance, we issued the noteholder a warrant to purchase up to 2,500,000

shares of our Common Stock at $ 0.025

per share that is exercisable starting September 15, 2022 and until April 15, 2024.

We estimate the total value of such

warrants to be $ 45,000 ,

based on a $ 0.018

price per share of our Common Stock that we treat as a debt discount and amortize over the term of the note.

As of December

31, 2022, $ 125,000

in note principal is outstanding.

We have not yet repaid the noteholder and are in default.

Note 11 Convertible Notes Payable

During the years ended December 31, 2021

and 2022, the Company issued several promissory notes with warrants.

The Company evaluated the warrants and concluded that those

warrants qualified as equity instruments under Accounting Standards Codification (ASC) 815, Derivatives and Hedging, and ASC 815-40,

Contracts in Entity’s Own Equity.

Due to the limited trading activity and

pricing transparency of the Company’s Common Stock, observable market inputs for valuing the warrants were determined to

be unreliable.

Specifically:

The Company’s Common Stock is listed on the OTC Expert Market, which restricts public quotation and limits visibility to investors.

The average daily trading volume of the Company’s Common Stock is approximately $1,000, and the share price has historically been highly volatile in its thinly traded status.

Due to these limitations, valuation techniques that depend on quoted market prices cannot be reliably applied.

Accordingly, the Company applied a market-based

valuation technique using the most recent private placement price of $0.018 per share (dated November 2, 2021) as a proxy for fair

This valuation approach is considered a Level 3 fair value measurement within the fair value hierarchy due to the use of

unobservable inputs.

The fair value of the freestanding warrants as of the reporting date was estimated based on this Level 3 input,

and the corresponding equity classified warrants has been recorded under additional paid-in capital.

Management believes this approach

provides the most reasonable estimate of fair value in the absence of observable market data.

Significant unobservable input used in the valuation was the private placement price of $0.018/share.

No sensitivity analysis is presented due to the absence of a reliable market range of inputs.

Promissory note issued during year

ended December 31, 2021

On December 28, 2021, the Company issued

a promissory note with a principal amount and cash proceeds of $ 500,000 .

The promissory note accrued interest at an

annual rate of 12 %.

Upon the occurrence of an event of default, the promissory note accrued default interest at an annual rate

The promissory note matured on April 5, 2022.

In connection with the issuance of the

promissory note, the Company also issued common share purchase warrants (the "Warrants") that entitle the holder to purchase

500,000 shares of the Company’s Common Stock at an exercise price of $ 0.025 per share at any time until December 31, 2023.

The fair value of the warrants of $ 9,130

was separated from the convertible note and accounted for as a reduction of the carrying amount of the promissory note with an

increase to additional paid-in capital.

The fair value of the warrants that represented

a discount was amortized to consolidated statements of operation over the term of the promissory note using the effective interest

For the years ended December 31, 2021 and

2022, the Company recognized amortization expense of $ 440 and $ 8,690 in the consolidated statements of operations.

was fully amortized as of December 31, 2022.

For the years ended December 31, 2021,

2022 and 2023, the Company recorded interest expense of $ 493 , $ 60,003 and $ 135,002 , respectively, in the consolidated statements

of operations.

Promissory notes issued during

year ended December 31, 2022

On January 14, 2022, the Company

issued a promissory note with a principal amount and cash proceeds of $ 165,000 .

The promissory note required a $ 15,000

fee payment on maturity date.

The promissory note accrued interest at an annual rate of 10 %.

Upon the occurrence of an event of default, the promissory note accrued default interest at an annual rate of 15 %.

The convertible note matured on February

The fee payable of $ 15,000 was amortized

to consolidated statements of operation over the term of the promissory note.

For the year ended December 31, 2022,

the Company recognized amortization expense of $ 15,000 in the consolidated statements of operations.

For the years ended December 31, 2022 and

2023, the Company recorded interest expense of $ 37,607 and $ 41,246 , respectively, in the consolidated statements of operations.

As of December 31, 2023 and 2022, $ 165,000

in note principal was outstanding.

On January 14, 2022, the Company issued

a promissory note with a principal amount and cash proceeds of $ 150,000 .

The promissory note required a $ 15,000 fee

payment on maturity date.

The promissory note accrued interest at an annual rate of 10%.

Upon the occurrence of an event of default, the promissory note accrued default interest at an annual rate of 15 %.

The convertible note matured on December 31, 2022.

The fee payable of $ 15,000 was amortized

to consolidated statements of operations over the term of the promissory note.

For the year ended December 31, 2022,

the Company recognized amortization expense of $ 15,000 in the consolidated statements of operations.

For the years ended December 31, 2022 and

2023, the Company recorded interest expense of $ 14,467 and $ 37,500 , respectively, in the consolidated statements of operations.

As of December 31, 2023 and 2022, $ 165,000

in note principal was outstanding.

On April 27, 2022, the Company issued a

promissory note with a principal amount of $ 125,000 for cash proceeds of $ 112,500 .

Upon the occurrence of an event of default, the

promissory note accrued default interest at an annual rate of 20 %.

The promissory note matured on December 31, 2022.

In connection with the issuance of the

promissory note, the Company also issued common share purchase warrants that entitle the holder to purchase

2,500,000 shares of the Company’s Common Stock at an exercise price of $ 0.025 per share at any time until December 15, 2024.

The fair value of the warrants of $ 36,222

was separated from the convertible note and accounted for as a reduction of the carrying amount of the promissory note with an

increase to additional paid-in capital.

The original issuance discount of $ 12,500

and the fair value of the warrants of $36,222 that represented a reduction of face value of the note was amortized to consolidated statements of operations over the term of the promissory

note using the effective interest method.

For the year ended December 31, 2022,

the Company recognized amortization expense of $ 48,722 in the consolidated statements of operations.

The discount was fully

amortized as of December 31, 2022.

For the years ended December 31, 2022 and 2023, the Company

recorded interest expense of $ Nil and $ 25,000 , respectively, in the consolidated statements of operations.

Promissory notes issued during year

ended December 31, 2023

In February 2023, the Company issued a promissory note $ 44,950 to a third

party that is non-interest bearing, unsecured and repayable on demand.

On February 3, 2023, the Company entered into a securities purchase agreement with a lender pursuant

to which the Company borrowed $ 88,760 and issued a promissory note that accrues interest a 12 % per annum and is repayable in 10 monthly

instalments starting March 15, 2023.

As of December 31, 2023, the outstanding balance was $ 79,884 , which was in default for failure

to make required payments.

Note 11 Convertible Notes

During the years ended December 31, 2021,

2022 and 2023, the Company issued several series of unsecured convertible notes with embedded conversion features and freestanding

The Company evaluated the embedded conversion features and the warrants and concluded that they qualified as equity instruments

under Accounting Standards Codification (ASC) 815, Derivatives and Hedging , and ASC 815-40, Contracts in Entity’s

Due to the limited trading activity and

pricing transparency of the Company’s Common Stock, observable market inputs for valuing those instruments were determined

to be unreliable.

Specifically:

The Company’s Common Stock is listed on the OTC Expert Market, which restricts public quotation and limits visibility to investors.

The average daily trading volume of the Company’s Common Stock is approximately $1,000, and the share price has historically been highly volatile in its thinly traded status.

Due to these limitations, valuation techniques that depend on quoted market prices cannot be reliably applied.

Accordingly, the Company applied a market-based

valuation technique using the most recent private placement price of $0.018 per share (dated November 2, 2021) as a proxy for fair

This valuation approach is considered a Level 3 fair value measurement within the fair value hierarchy due to the use of

unobservable inputs.

The fair value of the freestanding warrants as of the reporting date was estimated based on this Level 3 input,

and the corresponding equity classified warrants has been recorded under additional paid-in capital.

Management believes this approach

provides the most reasonable estimate of fair value in the absence of observable market data.

Significant unobservable input used in

the valuation was the private placement price of $0.018/share.

No sensitivity analysis is presented due to the absence of a reliable

market range of inputs.

Although the embedded conversion features meet the definition of equity classified instruments under

ASC 815, the Company concluded that there is no reliable basis to estimate their fair value as of the reporting date.

are highly sensitive to changes in various unobservable inputs, and due to the lack of active trading, volatility benchmarks,

or comparable market data, any valuation would be purely speculative.

Management assessed whether a Level 3 fair value estimate

(e.g., using an option pricing model) could be developed, but concluded that input assumptions such as volatility and market-based

discount rates were not supportable.

As such, no value has been assigned to the embedded conversion features, and the recognized

equity classified instruments pertains solely to the freestanding warrants.

The Company will reassess the valuation of the conversion

features in subsequent periods as market data becomes available.

Our convertible notes payable, all of which

are liabilities as of the years ended December 31, 2023 and 2022, are as follows:

Schedule of Convertible Notes Payable

December 31, 2022

December 31, 2021

(Restated) (Note 2)

Principal outstanding total

1 unchanged sentence

Principal outstanding, net

total of $ 1,050,000

in subordinated convertible notes that bear interest at 6 %

per annum, mature on December

31, 2022 and may be converted at the noteholder’s option at any time into shares of our Common Stock at

a fixed price of $ 0.021

We have not yet repaid the noteholders and are in default.

On January 6, 2022, we issued to one of

our shareholders a $ 250,000 unsecured note payable that bears interest at 12 % per annum and matures on April 6, 2022 .

In connection

with such issuance, we issued the noteholder a warrant to purchase up to 6,250,000 shares of our Common Stock at $ 0.021 per share

at any time starting July 1, 2022 and ending July 1, 2024.

We estimate the value of the warrant to be $ 112,500 , based on a $ 0.018

price per share of our Common Stock that is treated as a debt discount to be amortized over the term of the note.

We have not yet

repaid the noteholder and are in default.

On January 14, 2022, we issued to one of

our shareholders a $ 25,000 unsecured note payable that bears interest at 12 % per annum and matures on April 6, 2022 .

In connection

with such issuance, we issued the noteholder a warrant to purchase up to 600,000 shares of our Common Stock at $ 0.021 per share

at any time starting July 1, 2022 and ending July 1, 2024.

We estimate the value of the warrant to be $ 10,800 , based on a $ 0.018

price per share of our Common Stock that we treated as a debt discount to be amortized over the term of the note.

we repaid the note.

On February 17, 2022, we issued a $ 50,000

unsecured note payable that bears interest at 12 % per annum and matures on April 6, 2022 .

In connection with such issuance, we

issued the noteholder a warrant to purchase up to 1,250,000 shares of our Common Stock at $ 0.02 1 per share at any time starting

July 1, 2022, and ending July 1, 2024.

We estimate the value of the warrant to be $ 22,500 , based on a $ 0.018 price per share of

our Common Stock that we treat as a debt discount that we amortized over the term of the note.

In April 2022, we repaid the note.

On February 15, 2022, we issued two $ 137,500

unsecured convertible notes payable bearing an 11.25 % interest rate per annum that mature on February 23, 2023 and have a $ 15,000

original issue discount.

In connection with such issuances, we issued the noteholders warrants to purchase up to 2,500,000 shares

of our Common Stock at $ 0.10 per share that are exercisable at any time until February 11, 2027.

We estimate the total value of

the warrants to be $ 90,000 , based on a $ 0.018 price per share of our Common Stock that we treat as a debt discount and amortize

over the terms of the notes along with the deferred financing fees.

The notes’ principal and interest may be converted into

our Common Stock at $ 0.02 per share.

On October 25, 2022, the noteholder converted $ 67,000 and $ 13,004 of note principal and interest, respectively.

We have not yet repaid the noteholders their outstanding principal and interest and are in default.

On May 5, 2022, we issued a shareholder

a convertible subordinate note totaling $ 110,000 that accrues interest at 12 % per annum and matures on May 5, 2023 .

be converted into shares of our Common Stock at $ 0.02 per share.

In connection with such issuance, we issued the noteholder a warrant

to purchase up to 5,000,000 shares of our Common Stock at $ 0.02 per share.

We have not yet repaid the noteholders and are in default.

On June 24, 2022, we issued a convertible

subordinate note totaling $ 110,000 that accrues interest at 12 % per annum and matures on May 5, 2023 .

The note may be converted

into shares of our Common Stock at $ 0.02 per share.

In connection with such issuance, we issued the noteholder a warrant to purchase

up to 5,000,000 shares of our Common Stock at $ 0.02 per share.

We have not yet repaid the noteholders and are in default.

On May 5, 2022, we issued an $ 82,500 note

payable that has a $ 7,500 original issue discount, matures on May 5, 2023 and bears interest at 12 % per annum.

In connection with

such issuance, we issued the noteholder a warrant to purchase up to 3,750,000 shares of our Common Stock at $ 0.02 per share that

is exercisable upon issuance until May 5, 2029.

We estimate the total value of the warrants to be $ 67,500 , based on a $ 0.018 price

per share of our Common Stock that we treat as a debt discount and amortize over the term of the note.

As of December 31, 2022,

$ 82,500 in note principal is outstanding.

We have not yet repaid the noteholders and are in default.

On May 5, 2022, we issued a $ 110,000 note

payable that has a $ 10,000 original issue discount and matures on May 5, 2023 and bears interest at 12 % per annum.

In connection

with such issuance, we issued the noteholder a warrant to purchase up to 5,000,000 shares of our Common Stock at $ 0.02 per share

that is exercisable upon issuance until May 5, 2029.

We estimate the total value of the warrants to be $ 90,000 , based on a $ 0.018

price per share of our Common Stock that we treat as a debt discount and amortize over the term of the note.

As of December 31,

2022, $ 110,000 in note principal is outstanding.

We have not yet repaid the noteholders and are in default.

On October 14, 2022, we issued a $ 110,000

note payable that has a $ 10,0000 original issue discount and matures on October 14, 2023 and bears interest at 12 % per annum.

connection with such issuance, we issued the noteholder a warrant to purchase up to 5,000,000 shares of our Common Stock at $ 0.02

per share that is exercisable upon issuance until May 5, 2029.

We estimate the total value of the warrants to be $ 90,000 , based

on a $ 0.018 price per share of our Common Stock that we treat as a debt discount and amortize over the term of the note.

December 31, 2022, $ 110,000 in note principal is outstanding.

We have not yet repaid the noteholders and are in default.

On December 2, 2022, we issued a $ 220,000 note payable that

has a $ 20,000 original issue discount and matures on October 14, 2023 and bears interest at 12 % per annum.

In connection with such

issuance, we issued the noteholder a warrant to purchase up to 10,000,000 shares of our Common Stock at $ 0.02 per share that is

exercisable upon issuance until May 5, 2029.

We estimate the total value of the warrants to be $ 180,000 , based on a $ 0.018 price

per share of our Common Stock that we treat as a debt discount and amortize over the term of the note.

As of December 31, 2022,

$ 220,000 in note principal is outstanding.

We have not yet repaid the noteholder and are in default.

On September 16, 2022, we issued a $ 55,000 note payable

that has a $ 5,000 original issue discount and matures on September 16, 2023 and bears interest at 12 % per annum.

be converted into shares of our Common Stock at the lesser of $ 0.001 per share or at a 50% discount to the lowest closing price

of our Common Stock within the past twenty days prior to a conversion.

As of December 31, 2022, $ 55,000 in note principal is outstanding.

We have not yet repaid the noteholders and are in default.

On February 17, 2022, we issued a $ 50,000

unsecured note payable that bears interest at 12 % per annum and matures on April 6, 2022 .

In connection with the note sale, we

issued the noteholder a Warrant to purchase 1,250,000 shares of our Common Stock at $ 0.021 per share

at any time starting July 1, 2022 and ending July 1, 2024.

We estimate the value of the Warrant to be $ 22,500 , based on a $ 0.018

price per share of our Common Stock that we treat as a debt discount that we amortized over the term of the note.

In April 2022,

we repaid the note.

Note 12 Senior Secured Notes

On February 17, 2021, we entered

into a securities purchase agreement with funds affiliated with Arena Investors, LP (the

“Investors”) pursuant to which it issued two convertible notes having an aggregate principal

amount of $ 16,500,000

for an aggregate purchase price of $ 15,000,000

During the years ended December 31, 2021

and 2022, the Company issued convertible notes totaling $ 950,000 and $ 100,000 , respectively.

Convertible notes issued during

year ended December 31, 2021

On August 31, 2021, the Company issued

a series of convertible notes with total principal amount and cash proceeds of $ 950,000 .

Those convertible notes accrued

interest at an annual rate of 6 %.

Upon the occurrence of an event of default, those convertible notes accrued default interest

at an annual rate of 12 %.

Those convertible notes matured on December 31, 2022.

For the years ended December 31, 2022,

and 2023, the Company recorded interest expense of $ 57,007 and $ 171,006 respectively, in the consolidated statements of operations.

For the year ended December 31, 2022, the notes bore interest at 6 % per annum and increased to 12 % on January 1, 2023 when all of the Series 1-1 notes went into default.

Convertible notes issued during year

ended December 31, 2022

On April 5, 2022, the Company issued a convertible note with total principal amount and cash proceeds of $ 100,000 .

The convertible note accrued

interest at an annual rate of 6 %.

Upon the occurrence of an event of default, the convertible note accrued default interest at

an annual rate of 12 %.

The convertible note matured on December 31, 2022.

For the years ended December 31, 2022,

and 2023, the Company recorded interest expense of $ 4,456 and $ 18,000 respectively, in the consolidated statements of operations.

Convertible notes issued during year

ended December 31, 2022

On January 5, 2022, the Company issued

a convertible note with a principal amount and cash proceeds of $ 250,000 .

The convertible note accrued interest at

an annual rate of 12 %.

Upon the occurrence of an event of default, the note accrued default interest at an annual rate of 15 %.

The convertible note matured on April 5, 2022.

As of December 31, 2022, the discount was fully amortized.

In connection with the issuance of the

convertible note, the Company also issued common share purchase warrants (the "Warrants") that entitle the holder to

purchase 6,250,000 shares of the Company’s Common Stock at an exercise price of $ 0.021 per share at any time until July 1,

The fair value of the warrants of $ 80,221

was separated from the convertible note and accounted for as a reduction of the carrying amount of the convertible note with an

increase to additional paid-in capital.

The fair value of the warrants was amortized

to consolidated statements of operations over the term of the convertible note using the effective interest method.

For the year ended December 31, 2022, the

Company recognized full amortization expense of $ 80,221 in the consolidated statements of operations.

For the years ended December 31, 2022 and

2023, the Company recorded interest expense of $ 57,411 and $ 67,501 respectively, in the consolidated statements of operations.

On January 5, 2022, the Company issued

a convertible note with a principal amount of $ 25,000 for cash proceeds of $ 25,000 .

The convertible note accrued interest at an

annual rate of 12 %.

Upon the occurrence of an event of default, the note accrued default interest at an annual rate of 15 %.

convertible note matured on August 5, 2022.

In connection with the issuance of the

convertible note, the Company also issued common share purchase warrants (the "Warrants") that entitle the holder to

purchase 600,000 shares of the Company’s Common Stock at an exercise price of $ 0.021 per share at any time until July 1,

The fair value of the warrants was amortized

to consolidated statements of operations over the term of the convertible note using the effective interest method.

For the year ended December 31, 2022, the

Company recognized full amortization expense of $ 7,801 in the consolidated statements of operations.

The note was fully paid during the year

ended December 31, 2022.

For the years ended December 31, 2022,

the Company recorded interest expense of $ 1,036 in the consolidated statements of operations.

On January 15, 2022, the Company issued

a convertible note with a principal amount of $ 50,000 for cash proceeds of $ 50,000 .

The convertible note accrued interest at an

annual rate of 12 %.

Upon the occurrence of an event of default, the note accrued default interest at an annual rate of 15 %.

convertible note matured on April 5, 2022.

In connection with the issuance of the

convertible note, the Company also issued common share purchase warrants that entitle the holder to

purchase 1,250,000 shares of the Company’s Common Stock at an exercise price of $ 0.020 per share at any time until February

The fair value of the warrants of $ 16,044

was separated from the convertible note and accounted for as a reduction of the carrying amount of the convertible note with an

increase to additional paid-in capital.

The fair value of the warrants was amortized

to consolidated statements of operations over the term of the convertible note using the effective interest method.

For the year ended December 31, 2022, the

Company recognized full amortization expense of $ 16,044 in the consolidated statements of operations.

The note was fully paid during year ended

December 31, 2022.

For the years ended December 31, 2022,

the Company recorded interest expense of $ 11,039 in the consolidated statements of operations.

Convertible notes issued during year

ended December 31, 2023

On January 10, 2023, the Company issued

a convertible note with a principal amount of $ 110,000 for cash proceeds of $ 100,000 .

The convertible note accrued interest at

an annual rate of 12 %.

Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate

The convertible note matured on January 10, 2024.

In connection with the issuance of the

convertible note, the Company also issued common share purchase warrants that entitle the holder to

purchase 20,000,000 shares of the Company’s Common Stock at an exercise price of $ 0.020 per share at any time until January

The fair values of the warrants of $87,675 were separated from the convertible note and accounted for as a reduction of the

carrying amount of the convertible note with an increase to additional paid-in capital.

The issuance of the convertible note resulted

in an original issuance discount of $ 10,000 , calculated as the difference between the principal amount and the cash proceeds.

total of the original issuance discount and the allocated fair value of the warrants were amortized

to consolidated statements of operations over the term of the convertible note using the effective interest method.

For the year ended December 31, 2023,

the Company recognized amortization expense of $ 86,137 in the consolidated statements of operations and the unamortized discount was $ 11,538 as of December 31, 2023.

For the year ended December 31, 2023,

the Company recorded interest expense of $ 18,372 in the consolidated statements of operations.

On January 10, 2023, the Company issued a convertible note with a principal amount and cash proceeds of

The convertible note accrued interest at an annual rate of 12 %.

Upon the occurrence of an event of default, the note

accrued default interest at an annual rate of 22 %.

The convertible note matured on January 10, 2024.

The note is in default.

For the year ended December 31, 2023,

the Company recorded interest expense of $ 13,924 in the consolidated statements of operations.

Convertible notes issued during year

ended December 31, 2022

On February 11, 2022, the Company issued

a convertible note with a principal amount of $ 137,500 for cash proceeds of $ 125,000 .

The convertible note accrued interest at

an annual rate of 11.25 %.

Upon the occurrence of an event of default, the convertible note accrued default interest at an annual

rate of 22 %.

The convertible note matured on February 11, 2023.

In connection with the issuance of the

convertible note, the Company also issued common share purchase warrants (the "Warrants") that entitle the holder to

purchase 1,250,000 shares of the Company’s Common Stock at an exercise price of $ 0.10 per share at any time until February

The fair values of the warrants of $22,568 were separated from the convertible note and accounted for

as a reduction of the carrying amount of the convertible note with an increase to additional paid-in capital.

The issuance of the convertible note resulted

in an original issuance discount of $ 12,500 , calculated as the difference between the principal amount and the cash proceeds.

total of the original issuance discount and the allocated fair value of the warrants were amortized

to consolidated statements of operations over the term of the convertible note using the effective interest method.

On October 25, 2022, the noteholder converted

$ 67,000 of note principal and $ 13,004 of accrued interest into 4,000,216 shares of the Company’s common stock.

The fair value

of the common shares issued determined using the market quote approximated the amounts of converted principal and interest and

allocated into par value of $ 4,000 and additional paid-in capital of $ 76,004 respectively.

For the years ended December 31, 2022 and

2023, the Company recognized amortization expense of $ 32,919 and $ 2,149 in the consolidated statements of operations.

The discount was fully amortized on December 31, 2023.

For the years ended December 31, 2022 and

2023, the Company recorded interest expense of $ 13,731 and $ 30,635 in the consolidated statements of operations.

On February 11, 2022, the Company issued

a convertible note with a principal amount of $ 137,500 for cash proceeds of $ 125,000 .

The convertible note accrued interest at

an annual rate of 11 %.

Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate

The convertible note matured on February 18, 2023.

In connection with the issuance of the

convertible note, the Company also issued common share purchase warrants (the "Warrants") that entitle the holder to

purchase 1,250,000 shares of the Company’s Common Stock at an exercise price of $ 0.10 per share at any time until February

The fair values of the warrants of $22,568 were separated from the convertible note and accounted for

as a reduction of the carrying amount of the convertible note with an increase to additional paid-in capital.

The issuance of the convertible note resulted

in an original issuance discount of $ 12,500 , calculated as the difference between the principal amount and the cash proceeds.

total of the original issuance discount and the allocated fair value of the warrants were amortized

to consolidated statements of operations over the term of the convertible note using the effective interest method.

For the years ended December 31, 2022 and

2023, the Company recognized amortization expense of $ 30,971 and $ 4,097 in the consolidated statements of operations.

The discount was fully amortized on December 31, 2023.

For the years ended December 31, 2022 and

2023, the Company recorded interest expense of $ 13,731 and $ 42,235 in the consolidated statements of operations.

Convertible notes issued during year

ended December 31, 2022

On May 5, 2022, the Company issued a convertible

note with a principal amount of $ 110,000 for cash proceeds of $ 100,000 .

The convertible note accrued interest at an annual rate

Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 22 %.

convertible note matured on May 5, 2023.

In connection with the issuance of the

convertible note, the Company also issued common share purchase warrants (the "Warrants") that entitle the holder to

purchase 5,000,000 shares of the Company’s Common Stock at an exercise price of $ 0.02 per share at any time until May 5,

The fair values of the warrants of $54,495 were separated from the convertible note and accounted for

as a reduction of the carrying amount of the convertible note with an increase to additional paid-in capital.

The issuance of the convertible note resulted

in an original issuance discount of $ 10,000 , calculated as the difference between the principal amount and the cash proceeds.

total of the original issuance discount and the allocated fair value of the warrants were amortized

to consolidated statements of operations over the term of the convertible note using the effective interest method.

For the years ended December 31, 2022 and

2023, the Company recognized amortization expense of $ 36,453 and $ 28,042 in the consolidated statements of operations.

The discount was fully amortized at December 31, 2023.

For the years ended December 31, 2022 and

2023, the Company recorded interest expense of $ 8,715 and $ 29,111 in the consolidated statements of operations.

On June 24, 2022, the Company issued a

convertible note with a principal amount of $ 110,000 for cash proceeds of $ 100,000 .

The convertible note accrued interest at an

annual rate of 12 %.

Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate

The convertible note matured on May 5, 2023.

In connection with the issuance of the

convertible note, the Company also issued common share purchase warrants (the "Warrants") that entitle the holder to

purchase 5,000,000 shares of the Company’s Common Stock at an exercise price of $ 0.02 per share at any time until June 24,

The fair values of the warrants of $54,111 were separated from the convertible note and accounted for

as a reduction of the carrying amount of the convertible note with an increase to additional paid-in capital.

The issuance of the convertible note resulted

in an original issuance discount of $ 10,000 , calculated as the difference between the principal amount and the cash proceeds.

total of the original issuance discount and the allocated fair value of the warrants were amortized

to consolidated statements of operations over the term of the convertible note using the effective interest method.

For the years ended December 31, 2022 and

2023, the Company recognized amortization expense of $ 31,875 and $ 32,236 in the consolidated statements of operations.

The discount was fully amortized at December 31, 2023.

For the years ended December 31, 2022 and

2023, the Company recorded interest expense of $ 6,907 and $ 29,111 in the consolidated statements of operations.

Convertible notes issued during year

ended December 31, 2022

On May 5, 2022, the Company issued a convertible

note with a principal amount of $ 82,500 for cash proceeds of $ 75,000 .

The convertible note accrued interest at an annual rate of

Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 22 %.

The convertible

note matured on May 5, 2023.

In connection with the issuance of the

convertible note, the Company also issued common share purchase warrants (the "Warrants") that entitle the holder to

purchase 3,750,000 shares of the Company’s Common Stock at an exercise price of $ 0.02 per share at any time until May 5,

The fair values of the warrants of $40,872 were separated from the convertible note and accounted for

as a reduction of the carrying amount of the convertible note with an increase to additional paid-in capital.

The issuance of the convertible note resulted

in an original issuance discount of $ 7,500 , calculated as the difference between the principal amount and the cash proceeds.

total of the original issuance discount and the allocated fair value of the warrants were amortized

to consolidated statements of operations over the term of the convertible note using the effective interest method.

For the years ended December 31, 2022 and

2023, the Company recognized amortization expense of $ 27,340 and $ 21,032 in the consolidated statements of operations.

The discount was fully amortized at December 31, 2023.

For the years ended December 31, 2022 and

2023, the Company recorded interest expense of $ 6,538 and $ 21,839 in the consolidated statements of operations.

On May 5, 2022, the Company issued a convertible

note with a principal amount of $ 110,000 for cash proceeds of $ 100,000 .

The convertible note accrued interest at an annual rate

Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 22 %.

convertible note matured on May 5, 2023.

In connection with the issuance of the

convertible note, the Company also issued common share purchase warrants (the "Warrants") that entitle the holder to

purchase 5,000,000 shares of the Company’s Common Stock at an exercise price of $ 0.02 per share at any time until May 5,

The fair values of the warrants of $54,495 were separated from the convertible note and accounted for

as a reduction of the carrying amount of the convertible note with an increase to additional paid-in capital.

The issuance of the convertible note resulted

in an original issuance discount of $ 10,000 , calculated as the difference between the principal amount and the cash proceeds.

total of the original issuance discount and the allocated fair value of the warrants were amortized

to consolidated statements of operations over the term of the convertible note using the effective interest method.

For the years ended December 31, 2022 and

2023, the Company recognized amortization expense of $ 36,453 and $ 28,042 in the consolidated statements of operations.

The discount was fully amortized at December 31, 2023.

For the years ended December 31, 2022 and

2023, the Company recorded interest expense of $ 8,170 and $ 28,286 in the consolidated statements of operations.

On October 14, 2022, the Company issued

a convertible note with a principal amount of $ 110,000 for cash proceeds of $ 110,000 .

The convertible note accrued interest at

an annual rate of 12 %.

Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate

The convertible note matured on February 23, 2023.

In connection with the issuance of the

convertible note, the Company also issued common share purchase warrants (the "Warrants") that entitle the holder to

purchase 5,000,000 shares of the Company’s Common Stock at an exercise price of $ 0.02 per share at any time until May 5,

The fair value of the warrants of $51,262 were separated from the convertible

note and accounted for as a reduction of the carrying amount of the convertible note with an increase to additional paid-in capital.

The fair value of the warrants was amortized

to consolidated statements of operations over the term of the convertible note using the effective interest method.

For the years ended December 31, 2022 and

2023, the Company recognized amortization expense of $ 25,837 and $ 25,425 in the consolidated statements of operations.

The discount was fully amortized at December 31, 2023.

For the years ended December 31, 2022 and

2023, the Company recorded interest expense of $ 2,821 and $ 29,611 in the consolidated statements of operations.

On December 15, 2022, the Company issued

a convertible note with a principal amount of $ 220,000 for cash proceeds of $ 200,000 .

The convertible note accrued interest at

an annual rate of 12 %.

Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate

The convertible note matured on January 10, 2024.

In connection with the issuance of the

convertible note, the Company also issued common share purchase warrants (the "Warrants") that entitle the holder to

purchase 10,000,000 shares of the Company’s Common Stock at an exercise price of $ 0.02 per share at any time until May 5,

The fair values of the warrants of $73,111 were separated from the convertible note and accounted for

as a reduction of the carrying amount of the convertible note with an increase to additional paid-in capital.

The issuance of the convertible note resulted

in an original issuance discount of $ 20,000 , calculated as the difference between the principal amount and the cash proceeds.

total of the original issuance discount and the allocated fair value of the warrants were being

amortized to consolidated statements of operations over the term of the convertible note using the effective interest method.

For the years ended December 31, 2022 and

2023, the Company recognized amortization expense of $ 2,926 and $ 87,420 in the consolidated statements of operations and the unamortized discount was $ 2,765 as of December 31, 2023.

For the years ended December 31, 2022 and

2023, the Company recorded interest expense of $ 1,230 and $ 26,399 in the consolidated statements of operations.

Convertible notes issued during year

ended December 31, 2023

On February 2, 2023, the Company issued

a convertible note with a principal amount of $ 20,000 for cash proceeds of $ 20,000 .

The convertible note accrued interest at an

annual rate of 12 %.

Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate

The convertible note matured on December 31, 2023.

For the years ended December 31, 2023,

the Company recorded interest expense of $ 2,190 in the consolidated statements of operations.

Convertible notes issued during year

ended December 31, 2022

On September 16, 2022, the Company issued a

convertible note with a principal amount of $ 55,000 for cash proceeds of $ 50,000 .

The convertible note accrued interest at an annual

rate of 6 % starting from January 1, 2023.

Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 12 %.

The convertible note matured on September 16, 2023.

The original issuance discount of $ 5,000

and the fair value of the embedded conversion feature were amortized to consolidated statements of operations over the term of the

convertible note using the effective interest method.

For the years ended December 31, 2022 and

2023, the Company recognized amortization expense of $ 1,395 and $ 3,605 in the consolidated statements of operations.

For the years ended December 31, 2022 and

2023, the Company recorded interest expense of $ Nil and $ 6,601 in the consolidated statements of operations.

Senior Secured Notes

On February 17, 2021, the Company entered

into a securities purchase agreement with funds affiliated with Arena Investors, LP (the “Investors”) pursuant to which

it issued two convertible notes having an aggregate principal amount of $ 16,500,000 for an aggregate purchase price of $ 15,000,000

(collectively, the “Notes”).

The Notes are secured by a blanket lien on all of the Company’s assets and

the shares of our Common Stock and Preferred Stock (the “Pledged Assets”) held by Philip

Falcone, FFO1 2021 Irrevocable Trust, FFO2 2021 Irrevocable Trust and Korr Value LP (the

“Pledgers”), which shares may be voted by the Investors in the event of default.

The Notes are secured by a blanket lien on all of the Company’s assets and the shares

of the Company’s Common Stock and Preferred Stock (the “Pledged Assets”).

In connection with the issuance of the

Notes, we issued to the Investors warrants to purchase an aggregate of 192,073,017 shares of our Common Stock (collectively, the

“Warrants”) and 1,000 shares of Series F Preferred Stock that convert into 192,073,017 shares of our Common Stock (the

“Series F Preferred Stock”).

Such warrants and Series F Preferred Stock were each valued at $ 864,000 based on a $ 0.0045

price per share of our Common Stock and treated as a debt discount this is amortized over the term of the Notes.

The Notes have a term of thirty-six months and

mature on February 17, 2024, unless earlier converted.

The Notes accrue interest at a rate of 11 % per annum, subject to increase

to 20% per annum upon default.

Interest is payable in cash on a quarterly basis beginning on March 31, 2021.

Notwithstanding the

above, at our election, any interest payable on an applicable payment date may be paid in registered shares of our Common Stock

in an amount equal (A) the amount of the interest payment due on such date, divided by (B) an amount equal to 80% of the average

volume-weighted average price of our Common Stock for the five (5) days immediately preceding the date of conversion.

31, 2022 and December 31, 2021 accrued and unpaid interest was $ 3,300,000 and $ 453,750 , respectively.

On September 24, 2021, the Company

and the Investors amended the Notes and related closing documents, by executing the Limited Waiver and First Amendment the closing

Such amendment also waived specified events of default.

The Notes were henceforth convertible at any time, at the holder’s

option, into shares of our Common Stock at a price of $ 0.02 per share, subject to an event of default adjustment.

Notwithstanding

the foregoing, at any time during the continuance of any event of default, the conversion price in effect equals the alternate

conversion price provided in the Notes.

If at any time the conversion price as determined for any conversion would be less than

the par share value of the Common Stock, then at the sole discretion of the Holder, such conversion price equals such par value

for such conversion and the conversion amount for such conversion may be increased to include Additional Principal (defined as

such additional amount to be added to the principal amount of the Note to the extent necessary to cause the number of conversion

shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the conversion

price not been adjusted by the holder thereof to the par value price, subject to certain beneficial ownership limitations (with

a maximum ownership limit of 9.99%).

The conversion price was also subject to adjustment due to certain events, including stock

dividends, stock splits and in connection with our issuance of our Common Stock or common stock equivalents at an effective price

per share lower than the conversion price then in effect.

We did not have a right to redeem the Notes.

As part of such purchase agreement

with the Investors, we issued warrants to purchase up to 192,073,017 shares of Common Stock.

On September 24, 2021, we and the

Investors amended the warrants such that each warrant became exercisable for a period of five (5) years from the date of issuance

at an initial exercise price equal to $ 0.025 per share, adjusted to $ 0.020 per share when interest is paid late, subject to certain

beneficial ownership limitations (with a maximum ownership limit of 9.99%).

The exercise price is also subject to adjustment due

to certain events, including stock dividends, stock splits and recapitalizations.

The Investors could exercise the warrants on

a cashless exercise basis.

The Series F Preferred Stock

has no voting rights and converts into 4.9% of our issued and outstanding shares of our Common Stock on a fully diluted basis upon

the date on which stockholder approval for such issuance is obtained.

The Series F Preferred Stock was subsequently converted and

192,073,017 shares of Common Stock, which were issued on October 11, 2021.

On October 27, 2022, the Agent

for the Investors notified us that certain events of default have occurred and were continuing under the Investor Notes.

21, 2022, we, the Investors and the Agent entered into a Forbearance Agreement, pursuant to which, among other things, we acknowledged

the outstanding principal balances of the Investor Notes, that we have an obligation for interest, including default interest,

fees and expenses in connection with the Investor Notes, that we have no rights of offset, defenses, claims or counterclaims with

respect to our obligations and pursuant to a side letter, dated as of November 21, 2022, we agreed to achieve certain milestones

by the dates as set forth therein.

The Forbearance Agreement expired on December 30, 2022.

As of December 31, 2022 and 2021, the outstanding

liability for our Senior Secured Notes is as follows:

Schedule of senior secured Notes

Less discount

Principal, net of discount

As of December 31, 2022 and 2021,

accrued interest payable on such senior secured Notes is $ 3,300,000

and $ 453,750 , respectively, with

interest accruing at a default rate of 20 %

per annum in 2022 and at 11 %

per annum in 2021.

Notes, the Company also issued 192,073,016 number of common share purchase warrants (the "Warrants") and 1,000 Preferred

Series F Shares to the investors (Note 14).

The Notes would mature on February 17,

2024, unless earlier converted, and accrue interest at a rate of 11 % per annum, subject to increase to 20 % per annum upon the occurrence

of an event of default.

Interest is payable in cash on a quarterly basis, commencing on March 31, 2021.

Conversion Feature

The Notes contain conversion features that

allow the Investors to convert the Notes and unpaid interests into shares of the Company’s common stock.

The conversion price is

subject to the following:

The conversion price on any conversion

date will be the lower of (1) $50,000,000 divided by the total number of outstanding shares of preferred stock, common stock, and

common stock equivalents (assuming full conversion or exercise of all securities convertible into or exercisable for equity), or

Upon an event of default, the conversion

price will be the lower of (1) 75% of the average VWAP of the Company’s common stock over the five (5) trading days immediately

preceding the conversion date, or (2) $0.015 per share.

On September 24, 2021, the Notes were amended

to change the conversion price to $ 0.02 .

The Warrants entitle the Investors to purchase

shares of the Company’s common stock.

At the inception of the agreement, the exercise price of the Warrants was calculated as 125 %

of the base price, where the base price was determined by dividing $50,000,000 by the total number of outstanding shares of preferred

stock, common stock, and common stock equivalents (assuming the full conversion or exercise of all outstanding securities that

are convertible into or exercisable for equity securities of the Company).

The exercise price is subject to adjustment as provided

in the Warrant agreement and may be paid on a cashless basis.

On September 24, 2021, the exercise price of the Warrants was amended

The Company evaluated the conversion feature

and warrants in accordance with Accounting Standards Codification (ASC) 815, Derivatives and Hedging.

Initially, the conversion

features and warrants were determined to be derivative liabilities.

However, as the Company’s common stock is quoted on the

OTC Expert Market, which lacks sufficient trading volume and transparency, management determined that reliable market inputs necessary

to support a fair value measurement were not available.

As a result, the fair value of the embedded conversion features was assessed

The fair values of the warrants of $3,464,529 were separated from the note and accounted for as a reduction of the carrying

amount of the note with a recognition of derivative liabilities (Note 8).

On September 24, 2021, upon the amendment

of the exercise price of the warrants to a fixed price, the Company re-evaluated the amended terms in accordance with ASC 815-40

Contracts In Entity’s Own Equity, derecognized the derivative liabilities related to those warrants, and recognized the Warrants

in equity (“End of derivative warrants treatment”).

The issuance of the Notes resulted in an

original issuance discount of $ 1,500,000 .

Additionally, the fair value of the Preferred Series F Shares issued in connection with

the Notes issuance and the derivative liabilities recognized were $32,229 and $3,464,529 respectively.

These amounts totalling $4,996,758 was recorded as a discount to the face value of the Notes.

The discount is being amortized

to consolidated statements of operations over the term of the notes using the effective interest method.

On February 1, 2023, pursuant to an agreement

with the lender of the Company’s senior secured notes, Sovryn was sold to the lender.

The net assets of Sovryn at the time

of disposition totalled $ 9,159,907 , which was used to partially settle the principal balance of the senior secured notes, which

totalled $ 16,500,000 .

The transaction was accounted for as a non-cash settlement.

Schedule of senior secured notes issued

Face value of senior secured notes issued

Debt discount

( 4,996,758 )

Day 1 value of senior secured notes issued (Restated) (Note 2)

Amortization expenses

Balance at December 31, 2021

Amortization expenses

Balance at December 31, 2022 (Restated) (Note 2)

Partial settlement of principal (Note 15)

Amortization expenses

Balance at December 31, 2023

The Company recorded interest expenses

of $ 1,623,606 and $ 3,303,248 for the years ended December 31, 2023 and 2022, respectively.

The Company recorded discount amortization

expenses of $ 1,987,011 and $ 1,631,127 , respectively for the years ended December 31, 2023 and 2022.

Note 13 Related Party

We entered into a consulting agreement

The Company entered into a consulting agreement

with Zenna Consulting Group, Inc.

(“Zenna Consulting”), a corporation affiliated with Warren Zenna, who served as a

Board member at such time, to provide oversight of marketing and communications services.

Board member at such, to provide oversight of marketing and communications services.

The agreement commenced March 1, 2021

and ended on July 31, 2021.

We paid Zenna Consulting $ 0 and $ 57,000 fees in the years ended December 31, 2022 and 2021, respectively.

We paid Zenna Consulting $ Nil and $ 57,000 fees in the years ended December 31, 2022 and 2021, respectively.

On March 1, 2022, we issued a warrant to Mr.

1 unchanged sentence

any time beginning September 1, 2022 and ending September 1, 2026.

We estimate the value such warrant to be approximately $ 9,000 ,

based on the $ 0.018 market price per share of our Common Stock on March 1, 2022.

Using Black-Scholes, we estimated the value such warrant to

be approximately $ 7,641 .

On April 7, 2021, we issued 1,500,000 shares

13 unchanged sentences

Stock held by the FFO1 2021 Irrevocable Trust and the FFO2 2021 Irrevocable Trust are included in the Pledged Assets.

Effective January 1, 2022, we entered

into a management consulting agreement with GreenRock LLC, a company controlled by Philip Falcone, for a period of one year ending

December 31, 2022, under which we provided monthly remuneration of $ 35,000 , plus expenses in connection with his duties, responsibilities

In February 2021, we entered into consulting agreements with GreenRock LLC to provide us with chief executive

officer services and in the year ended December 31, 2021, we paid GreenRock LLC $315,000 in fees.

Falcone is the managing

member of GreenRock LLC and was our Chief Executive Officer at the time.

As of December 31, 2021, an aggregate of $709,260 was

owed to us for the loans we made to GreenRock LLC.

Subsequent to the year ended December 31, 2021, GreenRock LLC paid back all

the $709,259 owing at December 31, 2021 through an offset of a bonus payable to GreenRock LLC and cash repayments.

Effective January 1, 2022, we entered into

another management consulting agreement with GreenRock LLC, for a period of one year ending December

31, 2022, under which we provided monthly remuneration of $ 35,000 , plus expenses in connection with his duties, responsibilities

and performance as chief executive officer.

In February 2021, our subsidiary, Sovryn Holdings Inc., entered into consulting agreement

with GreenRock LLC to provide us with chief executive officer services.

In the years ended December 31, 2023 and 2022, we paid

GreenRock LLC $ 35,000 and $ 420,000 in fees, respectively.

Falcone is the managing member of GreenRock LLC and is our former

Chief Executive Officer.

We paid GreenRock LLC bonuses of $ 505,972 for the year ended December 31, 2022.

Note 14 Mezzanine Equity

We account for certain of our

Preferred Stock in accordance with the guidance in ASC Topic 480, Distinguishing Liabilities from Equity .

this guidance, preferred stock that is conditionally redeemable is classified as temporary or “mezzanine” equity.

Accordingly, the various Series of our Preferred Stock, which is subject to conditional redemption, is presented at

redemption value as mezzanine equity outside of the stockholders’ equity section of the consolidated balance sheets.

Preferred Shares

Series A Preferred Stock

There are 100,000 designated and authorized

shares of Series A Preferred Stock, subject to a 9.99 % conversion limitation and anti-dilution rights for 24 months from time of

Holders of Series A Preferred Stock are entitled to receive, when and as declared, dividends equal to 3% per annum on

the stated value, payable in additional shares of Series A Preferred Stock.

Holders of Series A Preferred Stock have the right

to vote on any matter submitted to our shareholders for vote, on an as-converted basis.

Each share of Series A Preferred Stock

may be convertible into 3,420 shares of Common Stock, or as adjusted to equal the conversion ratio multiplied by a fraction, the

numerator of which is the number of shares outstanding on a fully diluted basis after the issuance of the dilution shares, and

the denominator is 360,000,000 .

On July 17, 2020, we issued 92,999 Series

A Preferred Stock at a value of $ 343,094 , with the acquisition cost derived using the $0.04 market price on that date of $0.04

multiplied by 95% of the number of our issued and outstanding shares at the time (18,057,565) and multiplied by 50% of that value.

On February 16, 2021, we cancelled all

of the outstanding shares of Series A Preferred Stock shares.

In exchange, the holders of such shares received one-year option

agreements to purchase shares of our wholly owned subsidiary at the time, CZJ License, Inc.

at $ 10 per share for up to 300,000

The option agreement expired without being exercised.

Series C Preferred Stock

There are 10,000 designated and authorized

shares of Series C Preferred Stock, containing a 9.99 % conversion limitation.

Holders of Series C Preferred Stock are entitled

to receive, when and as declared, dividends equal to 2% per annum on the stated value, payable in additional shares of Series C

Preferred Stock.

So long as any shares of Series C Preferred Stock remain outstanding, without the consent of the holders of 80%

of the shares of Series C Preferred Stock then outstanding, we may not redeem, repurchase or otherwise acquire directly or indirectly

any securities deemed junior to such Series C Preferred Stock (“Junior Securities”) nor may we directly or indirectly

pay or declare or make any distribution upon, nor may any distribution be made in respect of, any Junior Securities , nor may any

monies be set aside for or applied to the purchase or redemption of any Junior Securities.

Each holder of the Series C Preferred

Stock has the right to vote on any matter submitted to our shareholders for a vote, on an as converted basis.

Each share of Series

C Preferred Stock may be convertible into 100 shares of our Common Stock.

As at December 31, 2022, no shares of Series C Preferred

Stock are outstanding.

Series D Preferred Stock

There are 230,000 designated and authorized

shares of Series D Preferred Stock, subject to a 4.99 % conversion limitation, which may be increased to a maximum of 9.99 % by a

holder by written notice to us.

There is a stated value of $ 3.32 per share, subject to adjustment for stock splits, stock dividends,

recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the date

which the Series D are issued.

Series D are ranked as pari passu with the Series E Preferred Stock and the Series F Preferred Stock

and as senior to all previously issued series of Preferred Stock and the Common Stock and have no voting rights.

Each share of

Series D Preferred Stock may be converted into 1,000 common shares.

On February 16, 2021, we settled $ 1,028,000

in note payables, convertible notes payable and accrued interest for 230,000 shares of our Series D Preferred Stock, of which 75,000

shares of Series D Preferred Stock were converted into 75,000,000 shares of our Common Stock and 155,000 Series D Preferred shares

remain unconverted and outstanding.

Series E Preferred Stock

There are 1,000 designated and authorized

shares of Series E Preferred Stock having a stated value of $ 1,000 per share, subject to adjustment for stock splits, stock dividends,

recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the date

which the Series E are issued.

Series E are ranked pari passu with the Series D Preferred Stock and Series F Preferred Stock and

as senior to all previously issued series of Preferred Stock and the Common Stock.

It has voting rights equal to the number of

shares of Common Stock into which the Series E Preferred Stock would be convertible on the record date for the vote or consent

of stockholders and shall otherwise have voting rights and powers equal to the voting rights and powers of common stock.

extent that holders of shares Series E Preferred Stock voting separately as a class or series, as applicable, is required to authorize

a given action of the Company, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Series

E Preferred Stock, constitutes the approval of such action by both the class or the series as applicable.

To the extent that holders

of shares of Series E Preferred Stock are entitled to vote on matters with holders of shares of Common Stock, voting together as

one class, each share of Series E Preferred Stock entitles the holder thereof to cast that number of votes per share as is equal

to the number of shares of Common Stock into which it is then convertible using the record date as of which the conversion rate

is calculated.

Holders of Series E Preferred Stock are entitled to written notice of all stockholder meetings or written consents

with respect to which they would be entitled by vote.

As long as any shares of Series E Preferred Stock are outstanding, we may

not, without the affirmative vote of the holders of all the then outstanding shares of Series E Preferred Stock, (a) alter or change

adversely the powers, preferences or rights given to the Series E Preferred Stock or alter or amend the Series E certificate of

designations (the “Series E Certificate”), (b) amend our articles of incorporation or other charter documents in any

manner that adversely affects any rights of a holder, or (c) enter into any agreement with respect to any of the foregoing.

On September 16, 2021, the conversion rate

for each share of Series E Preferred Stock was amended to equal (i)(a) 56.60% multiplied by, (b) the Fully-Diluted shares as of

the Approval Date (each as defined in the Series E Certificate), divided by (ii) the total number of shares of Series E Preferred

Stock, (iii) rounded to the nearest thousandth.

The total number of Fully-Diluted Shares is set as of, and cannot change after

the Approval Date.

Based on the current fully-diluted shares outstanding, this equated to 2,243,888,889 shares of Common Stock.

Fully-Diluted means the aggregate of (A) the total number of shares of Common Stock outstanding as of such date, (B) the number

of shares of Common Stock (including all such Common Stock equivalents) into which all Convertible Securities outstanding as of

such date could be converted or exercised, and (C) the number of shares of Common Stock (including all such Common Stock equivalents)

issuable upon exercise of all options outstanding as of such date of exercise, divided by 0.4340.

On February 16, 2021, we issued 1,000

shares of Series E Preferred Stock to acquire Sovryn that we valued at $ 4,225,062

based on a value of 100% of the per share price of Common Stock at the time.

On September 16, 2021, the holders of our

Series E Preferred Stock entered into an exchange agreement with us whereby on October 11, 2021, the 1,000 Series E Preferred shares

were exchanged for 1,152,500 Series E-1 Preferred shares and 1,091,388,889 shares of Common Stock.

We valued the exchange at the

same $ 4,225,062 value as was assigned to the 1,000 shares of Series E Preferred Stock.

As at December 31, 2021, no shares of Series

E Preferred Stock are outstanding.

Series E-1 Preferred Stock

There are 1,152,500 designated and authorized

shares of Series E-1 Preferred Stock, which have a stated value of $ 0.87 per share.

Shares of Series E-1 Preferred Stock are pari

passu with the Series D Preferred Stock and Series F Preferred Stock and are senior in dividend rights and liquidation preference

to our Common Stock and all other Common Stock Equivalents.

It has votes equal to the number of shares of common stock into which

the Series E-1 Preferred Stock would be convertible on the record date for the vote or consent of stockholders, and shall otherwise

have voting rights and powers equal to the voting rights and powers of common stock.

It has votes equal to the number of shares

of common stock into which the Series E-1 Preferred Stock would be convertible on the record date for the vote or consent of stockholders,

and shall otherwise have voting rights and powers equal to the voting rights and powers of Common Stock.

To the extent that holders

of shares of Series E-1 Preferred Stock voting separately as a class or series, as applicable, is required to authorize a given

action of the Company, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Series E-1

Preferred Stock constitutes the approval of such action by both the class or the series as applicable.

To the extent that holders

of Series E-1 Preferred Stock are entitled to vote on matters with holders of shares of Common Stock and vote together as one class,

each share of Series E-1 Preferred Stock entitles the holder thereof to cast that number of votes per share as is equal to the

number of shares of Common Stock into which it is then convertible using the record date as of which the conversion rate is calculated.

Holders of Series E-1 Preferred Stock are entitled to written notice of all stockholder meetings or written consents with respect

to which they would be entitled by vote.

As long as any shares of Series E-1 Preferred Stock are outstanding, we cannot, without

the affirmative vote of the Holders of all the then outstanding shares of Series E-1 Preferred Stock, (a) alter or change adversely,

the powers, preferences or rights given to the Series E-1 Preferred Stock or alter or amend the Series E-1 certificate of designations

(the “Series E-1 Certificate”), (b) amend our articles of incorporation or other charter documents in any manner that

adversely affects any rights of a holder, or (c) enter into any agreement with respect to any of the foregoing.

On October 11,

2021, the Series E-1 shares were issued.

At December 31, 2022, 1,152,500 shares of Series E-1 Preferred Stock remain outstanding.

Each share of Series E-1 Preferred

Stock may be converted into 1,000

shares of Common Stock.

Series F Preferred Stock

There are 1,000 designated and authorized shares of Series F Preferred Stock, which have a stated value

of $ 1.00 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications,

combinations, subdivisions or other similar events occurring after the date which the Series F are issued.

Shares of Series F Preferred

Stock are pari passu with the Series D Preferred Stock and Series F Preferred Stock and senior in dividend rights and liquidation

preference to our Common Stock and all other Common Stock Equivalents.

It has voting rights equal to the number of shares of common

stock into which the Series F Preferred Stock would be convertible on the record date for the vote or consent of stockholders and

shall otherwise have voting rights and powers equal to the voting rights and powers of common stock.

It has votes equal to the

number of shares of common stock into which the Series F Preferred Stock would be convertible on the record date for the vote or

consent of stockholders and shall otherwise have voting rights and powers equal to the voting rights and powers of common stock.

To the extent that holders of shares of Series F Preferred Stock voting separately as a class or series, as applicable, is required

to authorize a given action of the Company, the affirmative vote or consent of the holders of a majority of the shares of the outstanding

Series F Preferred Stock constitutes the approval of such action by both the class or the series as applicable.

To the extent that

holders of shares of Series F Preferred Stock are entitled to vote on matters with holders of shares of Common Stock, voting together

as one class, each share of Series F Preferred Stock entitles the holder thereof to cast that number of votes per share as is equal

to the number of shares of Common Stock into which it is then convertible using the record date as of which the conversion rate

is calculated.

Holders of Series F Preferred Stock are entitled to written notice of all stockholder meetings or written consents

with respect to which they would be entitled by vote.

As long as any shares of Series F Preferred Stock are outstanding, we cannot,

without the affirmative vote of the holders of all the then outstanding shares of Series F Preferred Stock, (a) alter or change

adversely the powers, preferences or rights given to the Series F Preferred Stock or alter or amend the Series F certificate of

designations (the “Series F Certificate”), (b) amend our articles of incorporation or other charter documents in any

manner that adversely affects any rights of a holder, or (c) enter into any agreement with respect to any of the foregoing.

On February 17, 2021, we issued to

the Investors 1,000

shares of Series F Preferred Stock that convert into 192,073,017

shares of Common Stock, which we valued at $ 864,000 ,

based on the underlying value of shares our Common Stock that were $ 0.0045

per share at the time.

On September 16, 2021, the conversion rate

for each share of Series F Preferred Stock was amended to equal (i)(a) 4.84% multiplied by, (b) the Fully-Diluted shares as of

the Approval Date (each as defined in the Series F Certificate), divided by (ii) the total number of shares of Series F Preferred

Stock, (iii) rounded to the nearest thousandths place.

The total number of Fully-Diluted Shares is set as of, and can not change

after the Approval Date.

Based on the full-diluted shares outstanding, this equated to 192,073,017 shares of Common Stock on the

Approval Date.

Fully-Diluted means the aggregate of (A) the total number of shares of Common Stock outstanding as of such date,

(B) the number of shares of Common Stock (including all such Common Stock equivalents) into which all Convertible Securities outstanding

as of such date could be converted or exercised, and (C) the number of shares of Common Stock (including all such Common Stock

equivalents) issuable upon exercise of all options outstanding as of such date of exercise, divided by 0.9516.

On October 11, 2021, the 1,000 shares of

Series F Preferred Stock were converted into 192,073,017 shares of Common Stock.

As at December 31, 2022, no shares of Series

F Preferred Stock are outstanding.

Series G Preferred Stock

On August 20, 2021, the certificate of

designation for the Series G Preferred Stock was amended.

There are now 4,600 designated and authorized Series G Preferred Stock,

subject to a 4.99 % conversion limitation, which may be increased to a maximum of 9.9 % by a holder by written notice to us.

Series G Preferred Stock has a stated value of $ 1,000 per share, subject to adjustment for stock splits, stock dividends, recapitalizations,

reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the date which the Series

G Preferred Stock are issued.

The Series G Preferred Stock is ranked as a as a series of junior Preferred Stock.

It has voting

rights equal to the number of shares of common stock into which the Series G Preferred Stock would be convertible on the record

date for the vote or consent of stockholders and shall otherwise have voting rights and powers equal to the voting rights and powers

of common stock.

To the extent that holders of shares of Series G Preferred Stock voting separately as a class or series, as applicable,

is required to authorize a given action of the Company, the affirmative vote or consent of the holders of a majority of the shares

of the outstanding Series G Preferred Stock constitutes the approval of such action by both the class or the series as applicable.

To the extent that holders of shares of Series G Preferred Stock are entitled to vote on matters with holders of shares of Common

Stock, voting together as one class, each share of Series G Preferred Stock entitles the holder thereof to cast that number of

votes per share as is equal to the number of shares of Common Stock into which it is then convertible using the record date as

of which the conversion rate is calculated.

Holders of Series G are entitled to written notice of all stockholder meetings or written

consents with respect to which they would be entitled by vote.

As long as any shares of Series G Preferred Stock are outstanding,

we cannot, without the affirmative vote of the holders of all the then outstanding shares of Series G Preferred Stock, (a) alter

or change adversely the powers, preferences or rights given to the Series G Preferred Stock or alter or amend the Series G certificate

of designations (the “Series G Certificate”), (b) amend our articles of incorporation or other charter documents in

any manner that adversely affects any rights of a holder, or (c) enter into any agreement with respect to any of the foregoing.

On September 16, 2021, the conversion rate

for each share of Series G Preferred Stock was amended to equal (i)(a) 6.45% multiplied by, (b) the Fully-Diluted shares as of

the Approval Date (each as defined in the Series G Certificate, divided by (ii) the total number of shares of Series G Preferred

Stock, (iii) rounded to the nearest thousandths place.

The total number of Fully-Diluted Shares is set as of, and does not change

after the Approval Date.

Based on the current fully-diluted shares outstanding, this equated to 255,555,556 shares of common stock

on the Approval Date.

Fully-Diluted means the aggregate of (A) the total number of shares of Common Stock outstanding as of such

date, (B) the number of shares of Common Stock (including all such Common Stock equivalents) into which all Convertible Securities

outstanding as of such date could be converted or exercised, and (C) the number of shares of Common Stock (including all such Common

Stock equivalents) issuable upon exercise of all options outstanding as of such date of exercise, divided by 0.9355.

We received $ 4,600,000

in subscriptions for 4,600

of shares Series G Preferred Stock that we valued at $ 1,000

per share based on the cash price.

On November 2, 2021, all the 4,600

shares of Series G Preferred Stock were converted into 255,555,556

shares of our Common Stock.

At December 31, 2022, no

shares of Series G Preferred Stock are outstanding.

Series H Preferred Stock

On November 5, 2021, we designated 39,895

shares of Series H Preferred Stock, which have a stated value of $ 1.00

per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications,

combinations, subdivisions or other similar events occurring after the date which the Series H are issued.

of Series H Preferred Stock have no voting rights and are senior in dividend rights and liquidation preference to our Common

Stock and all other Common Stock Equivalents.

Each share of Series H

Preferred Stock may be converted into 1,000 shares of Common Stock, subject to a maximum ownership limit of 9.99%.

On November 11, 2021, pursuant to an

exchange agreement that we entered into with the Investors, 39,895,000

of our shares of Common Stock held by the Investors were exchanged for

39,895 shares of our Series H Preferred Stock and we cancelled the 39,895,000

We valued the 39,895,000

shares and 39,895

shares of Series H Preferred Stock at $ 3,989,500 .

At December 31, 2022, 39,895

shares of Series H Preferred Stock remain outstanding.

Note 15 Shareholders’ Equity

Falcone is the managing member of GreenRock LLC and was our former

Chief Executive Officer until November 2023.

We paid GreenRock LLC bonuses of $ Nil and $ 505,972 for the years ended December 31, 2023 and 2022.

Note 14 Stockholders’ Deficiency

Preferred Stock

2 unchanged sentences

by our Board of Directors, of which 48,460,905 remain available for designation and issuance.

Series B Preferred Stock

There are 100 designated and authorized

shares of Series B Preferred Stock.

Holders of Series B Preferred Stock have the right to vote on all shareholder matters equal

to 51% of the total voting power of each class of stock outstanding.

Holders of shares of Series B Preferred are entitled to such

51% voting rights regardless of the number of voting shares issued by the company at any time.

On July 17, 2020, 100 Series B Preferred

Stock were issued to acquire the Casa Zeta-Jones Brand License Agreement (the “License Agreement”) from Luxurie Legs,

LLC, a limited liability company organized pursuant to the laws of the State of Delaware (“LUXURIE”), pursuant to which,

at the effective time, LUXURIE transferred all of its right, title and interest in the License Agreement to Madison in exchange

for a controlling interest in Madison represented by newly issued preferred stock.

Although the Series B Preferred Stock is entitled

to 51% voting rights as described above, the stock has no dividend rate nor conversion feature.

Series A Preferred Stock and Series B Preferred Stock

On July 28, 2020, the Company filed a certificate

of designations of Series A Convertible Preferred Stock (the “Certificate of Designations”) with the Nevada Secretary

of State designating 100,000 shares of the Company’s shares of Preferred Stock as Series A Convertible Preferred Stock and

setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares.

Each share of Series A Preferred Stock has a par value of $ 0.001 per share and a stated value of $ 100 per share.

Holders of the Series A Preferred Stock

are entitled to vote on all matters submitted to the Company’s shareholders, with their voting power equivalent to the number of

Common Stock shares they would hold if their preferred stock were converted.

This voting right can be exercised through written

consent or proxy .

The Series A Preferred Stock does not have

redemption rights.

The Series A Preferred Stock, with respect

to the payment of dividends and payments upon the liquidation of the Company, ranks senior to all capital stock of the Company.

The Series A Preferred Stockholders is

entitled to receive cumulative quarterly dividends, payable in additional Series A Preferred Stock, at an annual rate of 3% of

the Stated Value, when declared by the Board.

The Board did not declare dividend since issuance of the Series A Preferred Shares.

The Series A Preferred Stock is convertible

by the holder into 3,420 shares of the Company’s Common Stock at any time after issuance.

For the 24 months following issuance,

the conversion ratio will be adjusted if the Company issues Common Stock (or related securities) that causes the total fully diluted

Common Stock outstanding to exceed 360,000,000 shares.

The adjusted conversion ratio will be calculated based on the total fully

diluted shares after such issuance divided by 360,000,000 , multiplied by the current conversion ratio.

In the event of a liquidation, dissolution,

or winding up of the Company, or a Sale (defined as a sale of the majority of assets or certain mergers/consolidations), holders

of Series A Preferred Stock are entitled to receive, prior to any distribution to junior securities, an amount equal to the Stated

Value plus all accrued and unpaid dividends.

If the Company’s assets are insufficient to pay this full amount, the remaining assets

will be distributed proportionally among the Series A Preferred stockholders.

The Company will provide at least 45 days' written

notice of any such Liquidation.

On July 28, 2020, the Company filed a

certificate of designations of Series B Super Voting Preferred Stock (the “Certificate of Designations”) with the

Nevada Secretary of State designating 100

shares of the Company’s shares of Preferred Stock as Series B Super Voting Preferred Stock and setting forth the voting

and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares.

Each share of

Series B Preferred Stock has a par value of $ 0.001 per

The shares of Series B Super Voting Preferred

Stock will carry a number of votes equal to 51% (representing majority voting power) of all voting shares of every class, including

51% of all of the issued and outstanding shares of common stock on the date of any shareholder vote, such that the holders of Super

Voting Preferred Stock shall always possess the majority of voting rights, and shall always out vote all holders of Common Stock.

The Series B Preferred Stock does not have

redemption rights.

The Series B Preferred Stock will not be

entitled to dividends unless the Corporation pays cash dividends or dividends in other property to holders of outstanding shares

of Common Stock.

There is no mandatory conversion of Series B Super

Voting Preferred Stock into Common Stock.

On February 17, 2021, the 100 shares Series

3 unchanged sentences

The 100 shares of Series B Preferred

are included in the Pledged Assets.

At December 31, 2022 and 2021, there were

100 and 100 Series B Preferred shares outstanding, respectively.

are included in the collateral for the Investor Notes.

In July 2020, pursuant to an acquisition

agreement to acquire the Casa Zeta-Jones Brand License Agreement from Luxurie Legs, LLC, the Company issued 92,999 shares of Series

A Preferred Stock and 100 shares of Series B Preferred Stock.

The fair values of the Series A and Series B Preferred Stock issued

were $ 216,150 and $ 47,553 , respectively, and were determined using a discounted cash flow method.

The Company recognized an intangible

asset as a result of this share issuance.

The Company accounted for its Series A

Preferred Stock as Mezzanine Equity in accordance with ASC 480, Distinguishing Liabilities from Equity.

The embedded conversion

feature of the preferred stock was evaluated under ASC 815, Derivatives and Hedging, and was separated from the host instrument.

This embedded conversion feature was recognized as a derivative liability, with changes in its fair value recorded in the consolidated

statements of operations at each reporting period end.

Upon the issuance of the Series A Preferred Stock, the Company recognized

derivative liabilities of $58,545.

For the year ended December 31, 2020, a gain of $20,657 resulting from the change in the fair

value of these derivative liabilities was recognized in the consolidated statements of operations (Note 8).

The Series B Preferred Stock was accounted

for as Permanent Equity in accordance with ASC 480 - Distinguishing Liabilities from Equity.

The fair value of the Series B Preferred

Stock was allocated to par value of $Nil and additional paid-in capital of $ 47,553 .

On February 16, 2021, the Company extinguished

all outstanding shares of its Series A Preferred Stock.

In exchange, the former holders received one-year options to purchase up

to 300,000 shares of the Company’s then wholly-owned subsidiary, CZJ License, Inc., at an exercise price of $10 per share.

fair value of the options issued was $21,465 and was included in additional paid-in capital.

This transaction resulted in the derecognition

of both the derivative liabilities and the Series A Preferred Stock.

The difference between the combined carrying value of the

derecognized derivative liabilities and Series A Preferred Stock and the $21,465 fair value of the options issued resulted in a

gain on extinguishment of $194,685, which was recognized in the consolidated statements of operations for the year ended December

Separately, a loss of $20,657 resulting from the change in fair value of the derivative liabilities was recorded in the

consolidated statements of operations for the year ended December 31, 2021 (Note 8).

The options issued expired without exercise.

The number of Series A Preferred Stock

issued and outstanding as of December 31, 2023 and 2022 was Nil .

The number of Series B Preferred Stock

issued and outstanding as of December 31, 2023 and 2022 was 100 .

Series C Preferred Stock

On February 11, 2021, the Company filed a certificate of

designations of Series C Convertible Preferred Stock (the “Certificate of Designations”) with the Nevada

Secretary of State designating 10,000

shares of the Company’s shares of Preferred Stock as Series C Convertible Preferred Stock and setting forth the

voting and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares.

share of Series C Preferred Stock has a par value of $ 0.001 per

share and a stated value of $ 100

Holders of the Series C Preferred Stock

are entitled to vote on all matters submitted to the Company's shareholders, with their voting power equivalent to the number of

Common Stock shares they would hold if their preferred stock were converted.

This voting right can be exercised through written

consent or proxy.

The Series C Preferred Stock does not have

redemption rights.

The Series C Preferred Stockholders are

entitled to receive cumulative quarterly dividends, payable in additional Series A Preferred Stock, at an annual rate of 2% of

the Stated Value, when declared by the Board.

The Board did not declare dividend since issuance of the Series A Preferred Shares.

The Company accounted for its Series C

Preferred Stock as Mezzanine Equity in accordance with ASC 480, Distinguishing Liabilities from Equity.

The embedded conversion

feature of the preferred stock was evaluated under ASC 815, Derivatives and Hedging, and was concluded to qualify for derivatives.

The Company did not issue Series C Preferred Stock.

As at December 31, 2023 and 2022, no shares of Series

C Preferred Stock are outstanding.

Series D Preferred Stock

On March 26, 2021, the Company filed a

certificate of designations of Series D Convertible Preferred Stock (the “Certificate of Designations”) with the Nevada

Secretary of State designating 230,000 shares of the Company’s shares of Preferred Stock as Series D Convertible Preferred

Stock and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Preferred

Each share of Series C Preferred Stock has a par value of $ 0.001 per share and a stated value of $ 3.32 per share.

The Series D Preferred Stock has no voting

The Series D Preferred Stock does not have

redemption rights.

The Series D are ranked equally with the

Series E Preferred Stock and the Series F Preferred Stock and as senior to all previously issued series of Preferred Stock and

the Common Stock.

The Series D Preferred Stockholders is

entitled to receive dividends when declared by the Board.

The Board did not declare a dividend since the issuance of the Series

D Preferred Shares.

Each share of Series D Preferred Stock

may be converted into 1,000 common shares, subject to a 4.99 % conversion limitation, which may be increased to a maximum of 9.99%

by a holder by written notice to the Company.

The Series D Preferred Stock was accounted

for as Permanent Equity in accordance with ASC 480 - Distinguishing Liabilities from Equity.

During the year ended December 31,

2021, the Company issued 230,000

shares of Series D Preferred Stock to settle several notes payable and accrued interest .

The fair value of the Series D Preferred Stock issued was determined to be $ 1,006,035

by using debt-based valuation method, which was allocated to par value of $230 and additional paid-in capital of $1,005,805.

During the year ended December 31, 2021,

75,000 shares of the Company’s Series D Preferred Stock were converted into 75,000,00 0 shares of its Common Stock.

As of December

31, 2023 and 2022, 155,000 shares of Series D Preferred Stock remain unconverted and outstanding.

Series E Preferred Stock and Series E-1 Preferred Stock

On March 26, 2021, the Company filed a

certificate of designations of Series E Convertible Preferred Stock (the “Certificate of Designations”) with the Nevada

Secretary of State designating 1,000 shares of the Company’s shares of Preferred Stock as Series E Convertible Preferred

Stock and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Preferred

Each share of Series E Preferred Stock has a par value of $ 0.001 per share and a stated value of $ 1,000 per share.

The Series E are ranked equally with the

Series D Preferred Stock and the Series F Preferred Stock and as senior to all previously issued series of Preferred Stock and

the Common Stock.

Each Holder of Series E Preferred Stock

is entitled to vote on an as-converted basis, with the number of votes equal to the underlying Common Stock shares their Series

E Preferred Stock would represent on the voting record date, and shall otherwise have the same voting rights as Common Stock .

The Series E Preferred Stock does not have

redemption rights.

The Series E Preferred Stockholders is

entitled to receive dividends when declared by the Board.

The Board did not declare dividend since issuance of the Series E Preferred

The Company accounted for its Series E

Preferred Stock as permanent equity in accordance with ASC 480, Distinguishing Liabilities from Equity.

The embedded conversion

feature of the preferred stock was evaluated under ASC 815, Derivatives and Hedging, and was separated from the host instrument.

The original embedded conversion feature was recognized as a derivative liability, with changes in its fair value recorded in the

consolidated statements of operations at each reporting period end.

Upon the issuance of the Series E Preferred Stock, the Company

recognized derivative liabilities of $744.

Subsequent to the issuance date, the Company evaluated an amendment to the

conversion rate and determined that the amended conversion feature did not result in the recognition of a new derivative liability

or a significant modification requiring remeasurement under ASC 815.

On September 16, 2021, the Company filed

a certificate of designations of Series E-1 Convertible Preferred Stock (the “Certificate of Designations”) with the

Nevada Secretary of State designating 1,152,500 shares of the Company’s shares of Preferred Stock as Series E-1 Convertible

Preferred Stock and setting forth the voting and other powers, preferences and relative, participating, optional or other rights

of the Preferred Shares.

Each share of Series E Preferred Stock has a par value of $0.001per share and a stated value of $ 0.87

The Series E-1 are ranked equally with

the Series D Preferred Stock and the Series F Preferred Stock and as senior to all previously issued series of Preferred Stock

and the Common Stock.

Each Holder of Series E-1 Preferred Stock

is entitled to vote on an as-converted basis, with the number of votes equal to the underlying Common Stock shares their Series

E-1 Preferred Stock would represent on the voting record date and shall otherwise have the same voting rights as Common Stock.

The Series E-1 Preferred Stock does not have

redemption rights.

The Series E-1 Preferred Stockholders is

entitled to receive dividends when declared by the Board.

The Board did not declare dividend since issuance of the Series E-1 Preferred

The holder of the Series E-1 Preferred

Stock may convert Series E-1 Preferred Shares into Common Stock at conversion rate of 1:1,000.

The Series E-1 Preferred Stock was accounted

for as Permanent Equity in accordance with ASC 480 - Distinguishing Liabilities from Equity.

The fair value of the Series E-1 Preferred

Stock was allocated to par value of $1 and additional paid-in capital of $386,220.

On October 11, 2021, 1,000 shares of Series

E Preferred Stock were exchanged for 1,152,500 Series E-1 Preferred shares and 1,091,388,889 shares of Common Stock.

the exchange at the same $ 386,221 value as was assigned to the 1,000 shares of Series E Preferred Stock.

Upon the exchange of the

Series E Preferred Stock for Series E-1 Preferred Stock, the Company derecognized the related derivative liabilities during year ended December 31, 2021.

As at December 31, 2023 and 2022, no shares of Series E Preferred Stock are outstanding.

As of December 31, 2023 and 2022, 1,152,000

shares of Series E-1 Preferred Stock are outstanding.

Series F Preferred Stock

During year ended December 31, 2021,

the Company filed a certificate of designations of Series F Convertible Preferred Stock (the “Certificate of

Designations”) with the Nevada Secretary of State designating 1,000

shares of the Company’s shares of Preferred Stock as Series F Convertible Preferred Stock and setting forth the voting

and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares.

Each share of

Series E Preferred Stock has a par value of $ 0.001

per share and a stated value of $1.00

shares of Series F Preferred Stock were issued along with the Senior Secured Notes (Note 12)

The Series F Preferred Stock are ranked

equally with the Series D Preferred Stock and the Series E Preferred Stock and as senior to all previously issued series of Preferred

Stock and the Common Stock.

Each Holder of Series F Preferred Stock

is entitled to vote on an as-converted basis, with the number of votes equal to the underlying Common Stock shares their Series

F Preferred Stock would represent on the voting record date and shall otherwise have the same voting rights as Common Stock.

The Series F Preferred Stock does not

have redemption rights.

The Series F Preferred Stockholders is

entitled to receive dividends when declared by the Board.

The Board did not declare dividends since the issuance

of the Series F Preferred Shares.

The Company accounted for its Series F

Preferred Stock as permanent equity in accordance with ASC 480, Distinguishing Liabilities from Equity.

The fair value of the Series

F Preferred Stock issued was determined to be $ 32,229 by using fully-diluted method, which was allocated to par value of $Nil and additional paid-in capital

of $ 32,229 .

On October 11, 2021, the 1,000 shares of

Series F Preferred Stock were converted into 192,073,017 shares of Common Stock.

As at December 31, 2023 and 2022, no shares

of Series F Preferred Stock are outstanding.

Series G Preferred Stock

On March 26, 2021, the Company filed

a certificate of designations of Series G Convertible Preferred Stock (the “Certificate of Designations”) with

the Nevada Secretary of State designating 3,000

shares of the Company’s shares of Preferred Stock as Series G Convertible Preferred Stock and setting forth the voting

and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares.

Each share of

Series E Preferred Stock has a par value of $0.001 per share and a stated value of $ 1,000

On August 18, 2021, the Company filed an amendment of certificate of designations and changed the designed number

of Series G Convertible Preferred Stock from 3,000

The Series G are ranked equally with the

Series D Preferred Stock and the Series E Preferred Stock and as senior to all previously issued series of Preferred Stock and

the Common Stock.

Each Holder of Series G Preferred Stock

is entitled to vote on an as-converted basis, with the number of votes equal to the underlying Common Stock shares their Series

E Preferred Stock would represent on the voting record date and shall otherwise have the same voting rights as Common Stock.

The Series G Preferred Stock does not have

redemption rights.

The Series G Preferred Stockholders is

entitled to receive dividends when declared by the Board.

The Board did not declare dividend since issuance of the Series G Preferred

During year ended December 31, 2021, the

Company received $ 4,600,000 in subscriptions pursuant to the issuance of 4,600 of shares Series G Preferred Stock.

received was allocated into par value and additional paid-in capital of $5 and $4,599,995, respectively.

On November 2, 2021, all the 4,600 shares

of Series G Preferred Stock were converted into 255,555,556 shares of the Company’s Common Stock with a conversion price of $0.018 (Note 8).

Upon conversion,

the amount previously allocated into Series G par value of $5 was reclassified from Series G Preferred Stock to Common Stock’s

par value with an additional increase of $255,551 in Common Stock’s par value and a decrease of 250,956 in additional paid-in

The Company accounted for its Series G

Preferred Stock as permanent equity in accordance with ASC 480, Distinguishing Liabilities from Equity.

The embedded conversion

feature of the preferred stock was evaluated under ASC 815, Derivatives and Hedging, and was separated from the host instrument.

The original embedded conversion feature was recognized as a derivative liability, with changes in its fair value recorded in the

consolidated statements of operations at each reporting period end.

Upon the issuance of the Series G Preferred Stock, the Company

recognized derivative liabilities of $354,000.

Subsequent to the issuance date, the Company evaluated an amendment to

the conversion rate and determined that the amended conversion feature did not result in the recognition of a new derivative liability

or a significant modification requiring remeasurement under ASC 815.

Upon conversion to common stock, the abovementioned derivative

liabilities were derecognized during the year ended December 31, 2021.

At December 31, 2023 and 2022, no shares of Series G Preferred Stock were outstanding.

Series H Preferred Stock

On November 5, 2021, the Company

filed a certificate of designations of Series H Convertible Preferred Stock (the “Certificate of Designations”)

with the Nevada Secretary of State designating 39,895

shares of the Company’s shares of Preferred Stock as Series H Convertible Preferred Stock and setting forth the voting

and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares.

Each share of

Series H Preferred Stock has a par value of $ 0.001 per

share and a stated value of $ 1.00

Each Holder of Series H Preferred Stock

is entitled to vote on an as-converted basis, with the number of votes equal to the underlying Common Stock shares their Series

E Preferred Stock would represent on the voting record date and shall otherwise have the same voting rights as Common Stock.

The Series H Preferred Stock does not have

redemption rights.

The Series H Preferred Stockholders are

entitled to receive dividends when declared by the Board.

The Board did not declare dividends since the issuance of the Series

H Preferred Shares.

The Series H Preferred Stock allowed holders

to convert into common stock by a conversion ratio of 1:1,000.

On November 11, 2021, pursuant to an exchange

agreement that we entered into with the Investors, 39,895,000 shares of Common Stock held by the Investors were exchanged for 39,895

shares of Series H Preferred Stock and the Company cancelled the 39,895,000 shares of common stock.

The Company valued the 39,895,000

shares and 39,895 shares of Series H Preferred Stock at $ 3,989,500 .

Upon exchange, $40 was reclassified from the amount

previously allocated into Common Stock par value into Series H Preferred Stock’s par value with the remaining $39,855 reclassified

into in additional paid-in capital.

At December 31, 2023 and 2022, 39,895 shares of

Series H Preferred Stock remain outstanding.

No issuances of Common Stock occurred in

On October 25, 2022, we issued 4,000,216

1 unchanged sentence

On August 14, 2021, our shareholders approved

an increase in the authorized number of Common Stock to 6,000,000,000 , from 500,000,000 , which became effective the same day.

of December 31, 2022 and 2021, there were 1,603,095,243 shares outstanding, respectively.

The following Common Stock transactions

occurred during the year ended December 31, 2021.

No issuances of Common Stock occurred in 2022:

On April 7, 2021, we issued 1,500,000 shares

of our Common Stock to Mr.

Canouse in exchange for transferring his 100 shares of our Series B Preferred Stock to the FFO1 2021

Irrevocable Trust, which Mr.

Falcone is the trustee and has the voting and dispositive power.

The shares were valued at $ 1,500 .

On October 11, 2021, we issued 1,091,388,889

shares of our Common Stock to holders of Series E-1 Preferred Stock in accordance with the Exchange Agreement.

On October 11, 2021, holders of Series

F Preferred Stock converted their 1,000 shares into 192,073,017 shares of our Common Stock.

On November 2, 2021, holders of Series

G Preferred Stock converted their 4,600 shares into 255,555,556 shares of Common Stock.

On November 11, 2021, 39,895,000 shares

of Common Stock were cancelled and returned to treasury in exchange for 39,895 shares of Series H Preferred Stock.

On November 24, 2021, a holder with 75,000

shares of Series D Preferred Stock converted such shares into 75,000,000 shares of Common Stock.

On February 17, 2021, we issued warrants

to purchase up to 192,073,017 shares of Common Stock to Arena that are exercisable for a five-year period from the date of issuance

and, based on an amendment made on September 24, 2021, such warrants may be converted into Common Stock at $0.02 per share, subject

to a maximum ownership limit of 9.99%.

The exercise price is subject to adjustment due to stock dividends, stock splits and recapitalizations

and other events.

We valued such warrants at $ 864,000 based on a value of $ 0.0045 per share for our Common Stock at the time.

On December 28, 2021, we issued a promissory

note payable and issued warrants to purchase up to 500,000 shares of Common Stock.

Each such warrant is exercisable at $ 0.025 per

share and expires on December 31, 2023.

We valued such warrants at $ 9,000 based on a value of $ 0.018 per share for our Common Stock

Such warrants issued are loan incentives.

The value was allocated to the warrants based on fair value on the date of the grant as determined using the Black-Scholes option

pricing model.

At December 31, 2022 and 2021, the Warrant transactions are summarized below:

Number of Warrants

Weighted- Average Exercise Price

Weighted- Average Remaining Contractual Term (Years)

Weighted- Average Grant-Date Fair Value

Aggregate Intrinsic Value

an increase in the authorized number of shares of Common Stock to 6,000,000,000 , from 500,000,000 , which became effective the same

As of December 31, 2023 and 2022, there were 1,603,095,243 shares outstanding, respectively.

We issued warrants issued as loan

incentives and valued the warrants on their respective grant dates using the Black-Scholes option pricing model.

values per share ranged from $0.023 to $0.002.

For the year ended December 31, 2023, a summary of our warrant activity is as

Summary of our warrant activity is as follows

Outstanding and exercisable at December 31, 2022

6 unchanged sentences

Outstanding and exercisable at December 31, 2022

In determining the fair value of these

equity-classified features, the Company considered the fact that its common stock is quoted on the OTC Expert Market, where trading

volume is minimal and pricing is not reliably observable.

Due to the absence of active market inputs, the Company determined that

a quoted market price could not be used to value the conversion features.

Instead, the Company referred to the most

recent observable transaction price from a private placement conducted in 2021, in which it issued 4,600 shares of Series G Preferred

Stock for total proceeds of $ 4,600,000 .

On November 2, 2021, these preferred shares were converted into 255,555,556 shares of common

stock, implying an effective per-share price of $ 0.018 .

The Company used this price as the best available input to support the

fair value assessment.

Note 15 Discontinued Operations

In the fourth quarter of 2022, management

at that time determined that Sovryn’s television broadcast business was not an efficient use of our resources to develop

and launch BCTV, our core business, and management sought to exit Sovryn’s business and pay down Madison’s senior

debt associated with acquiring Sovryn’s assets and creating its business.

As a result, Sovryn is recognized as a discontinued

operation in the accompanying financial statements.

The previous year’s assets, liabilities and expenses have been similarly

classified for comparative purposes.

The following is a summary of Sovryn for the years ended December 31, 2022 and 2021:

determined that Sovryn’s television broadcast business was not an efficient use of resources in light of the Company’s

strategic focus on developing and launching its core business, BCTV.

As a result, management initiated a plan to exit the Sovryn

business and reallocate resources toward BCTV, including repayment of senior debt associated with the acquisition and operation

Accordingly, the operations of Sovryn have

been classified as a discontinued operation in the accompanying consolidated financial statements for the years ended December

31, 2023 and 2022, in accordance with ASC 205-20.

On February 1, 2023, pursuant to an agreement

with the lender of the Company’s senior secured notes, Sovryn was sold to the lender.

The net assets of Sovryn at the time

of disposition totalled $ 9,159,907 , which was used to partially settle the principal balance of the senior secured notes, which

totalled $16,500,000.

The transaction was accounted for as a non-cash settlement.

Sovryn’s operating results prior to disposition, as well as any related expenses, were recorded

as part of the net loss from discontinued operations and included in the consolidated statements of operations.

The following

is a summary of Sovryn for the years ended December 31, 2023 and 2022:

Schedule of Previous Year Assets Liabilities and Expenses

1 unchanged sentence

December 31, 2022

(Restated) (Note 2)

Current assets

Accounts receivable, net

Prepaid expenses

Property, equipment and right-of-use assets

3 unchanged sentences

Total Liabilities

Selling, general and administrative

Television operation

Professional fees

Interest expense

Loss on asset disposals

Impairment loss

Loss from discontinued operations

$ (3,671,408 )

$ (3,418,293 )

On February 16, 2021, we cancelled all

of the outstanding shares of Series A Preferred Stock and offered their holders option agreements to purchase up to 300,000 shares

of CZJ License, Inc., our wholly owned subsidiary at the time, at an option price of $ 10 per share.

The option agreements are exercisable

for a period of one year from the date of issuance and were not exercised.

On November 15, 2021, we entered into a

purchase and sale agreement with ZA Group Inc.

to sell CZJ License Inc.

for $250,000.

At the closing of such transaction, ZA Group

delivered a convertible promissory note with a principal amount equal to the purchase price.

The interest rate on the note

was 5% per annum and matures on November 5, 2023.

The note may be converted, from time to time, after 180 days from the issuance

date of the note into common stock of ZA Group Inc, at a fixed conversion price of $0.005 per share, subject to a beneficiary ownership

limitation of not more than 4.99% of the outstanding shares of common stock of ZA Group Inc.

At November 15, 2021, CZJ License Inc.’s

accounts were eliminated from the consolidated financial statements.

All expenses incurred by CZJ License Inc.

up to November 15,

2021 have been disclosed as discontinued operations.

The previous year’s assets, liabilities and expenses have been similarly

classified for comparative purposes.

Schedule of Previous Year Assets Liabilities and Expenses

December 31, 2021

Selling, general and administrative

General and administrative expense

Television operation expense

Amortization expense

Professional fees

Finance costs

Gain on partial settlement of senior secured notes (Note 12)

Loss on disposition of subsidiary

Impairment loss on long-lived assets

Income tax expense

Loss from discontinued operations

Note 16 Income Taxes

Income tax recovery differs from that which

would be expected from applying the effective tax rates to the net income (loss) as follows:

Income tax recovery differs from that

which would be expected from applying the effective tax rates to the net loss as follows:

Schedule of Income Tax Expense

(Restated) (Note 2)

Net loss for the year

$ ( 13,139,810 )

$ ( 14,262,579 )

Statutory and effective tax rates

Income taxes expenses (recovery) at the effective rate

$ ( 2,759,360 )

$ ( 2,995,142 )

Effect of change in tax rates

2 unchanged sentences

Income tax expense and income tax liability

As at December 31, 2021 the tax effect

As at December 31, 2023 and 2022 the tax effect

of the temporary timing differences that give rise to significant components of deferred income tax asset are noted below.

1 unchanged sentence

Schedule of Deferred Income Tax Asset

(Restated) (Note 2)

Tax loss carried forward

1 unchanged sentence

Valuation allowance

( 2,759,360 )

( 2,995,142 )

Deferred taxes recognized

Tax losses of approximately $ 25 million

will expire in 2039 and 2040.

We have incurred cumulative net losses in excess of $29 million since inception and we not previously

corporate income tax returns.

Management estimates that we have no income tax liability.

Based on our lack of profitability,

management has not recognized net deferred tax assets for past losses.

Note 17 Commitments

On February 18, 2024,

Agile Capital Funding LLC (“Agile”) filed a Confession of Judgment executed by Philip Falcone with the Supreme Court

of the State of New York County of New York that affirmed that the Company owes Agile for funds received on January 30, 2023, less

funds the Company subsequently repaid, and for accrued interest and collection fees, which Agile determined to be $190,444 as

of February 18, 2024.

To date, the liability for the judgment has not been satisfied.

Our principal executive office, at which

minimal operations are conducted and which we do not own or lease, is located at 2500 Westchester Avenue, Suite 401, Purchase,

We do not have an employment

agreement with our Chief Executive Officer.

Note 18 Subsequent Events

On January 10, 2023, we issued two unsecured

convertible subordinate notes totaling $ 220,000 that accrue interest at 12 % per annum and mature in January 10, 2024

and have a $ 20,000 total original issue discount.

The notes may be converted into shares of our Common Stock at $ 0.02 per

share, subject to a beneficial ownership limitation of 4.99 %.

In connection with one of the notes sold, we issued the noteholder

a warrant to purchase up to 40,000,000 shares of our Common Stock at $ 0.02 per share starting January 10, 2023 and

ending January 10, 2030.

On January 28, 2023, the agent (the “Agent”)

for the Investors delivered a notice to us (the “Acceleration Notice”) stating that the Agent and the Investors (a)

elected to cause the outstanding principal amount of the Notes, plus accrued but unpaid interest, liquidated damages and other

amounts owing in respect thereof, to become immediately due and payable in cash, (b) intended to commence legal action to collect

any or all of the amounts due under the Notes, and (c) sought the appointment of a receiver or trustee as a means of realizing

proceeds on their collateral.

On February 1, 2023, we entered into a

Partial Strict Foreclosure Agreement with the Investors pursuant to which we transferred ownership of our Federal Communications

Commission licenses and other broadcast television assets to a third party entity controlled by the Investors.

In consideration

therefor, the Investors agreed to reduce the indebtedness under the Notes by $ 11,600,000 .

On February 3, 2023, we entered into a

securities purchase agreement with a third party lender pursuant to which we borrowed $88,760 and issued a promissory note that

accrues interest a 12% per annum and is repayable in 10 monthly installments starting March 15, 2023.

On September 21, 2023, the Agent for the

Investors delivered a notice to us that the Agent has exercised the Investors’ rights to vote the Pledged Interests and to

exercise the Pledgees’ rights, powers and privileges, to pass certain resolutions and to amend our bylaws then in effect

to, among other things, (i) remove the board of directors of the Company (the “Board of Directors”) and all officers

of the Company, and (ii) reduce the number of the Board of Directors from three to one director.

As a result of the Agent delivering

such notice and exercising its rights to vote the Pledged Interests, a change of control of the Company occurred.

On the two-year anniversary of the October

11, 2021 issuance of the Series E-1 shares, the shares were to be automatically converted into 1,152,500,000 shares of our Common

Stock, however we did not process the conversion and have not to date.

On November 6, 2023, the shareholders of

the Company removed Philip Falcone and Warren Zenna as our directors and appointed Thomas Amon as the sole member of our board

of directors.

Amon removed all Company officers and appointed himself as the Company’s President, Secretary, Treasurer,

Chief Executive Officer, Chief Financial Officer, Principal Executive Officer and Principal Accounting Officer.

On November 10, 2023, Philip Falcone,

individually and on behalf of Madison and other named defendants, filed a Confession of Judgment affirming that a promissory note

(the “Z4 Note”) had been issued by the Company, dated December 28, 2021, by Z4 MGMT LLC (“Z4”), which

was guaranteed by each of FFO1 and FFO2.

The Z4 Note was initially payable on February 15, 2022, and had an original principal

balance of $500,000 with an interest rate of 12% per annum.

The Z4 Note’s expiration date was extended to July 5, 2022,

then further extended to March 31, 2023, and as of October 1, 2023, the revised principal balance, along with interest accrued,

totaled $581,304.

On such date, Z4 filed an Affidavit of Default affirming that the Z4 Note was in default and requesting a judgment

in the amount of $581,304 against the Company, FFO1, FFO2, and Philip Falcone personally, in favor of Z4.

On December 5, 2023,

a judgement in favor Z4 Management in the sum of $581,304 was rendered against us, Philip Falcone, FFO1 and FFO2.

we are default on all of promissory and convertible notes payable (See Notes 11 and 12), which have $ 3.5 million in aggregate

principal outstanding plus accrued interest, penalties and fees.

to December 31, 2023, no repayments have been made for promissory notes, convertible notes, senior secured notes and associated

Changes in and Disagreements

2 unchanged sentences

on accounting and financial disclosure.

Our independent registered public accounting firm since March 28, 2022, is BF Borgers CPA

PC, 5400 W Cedar Ave, Lakewood, CO 80226.

Our independent registered public accounting firm since August 1, 2024, is SRCO Professional

Corporation, Park Place Corporate Centre, 15 Wertheim Court, Suite 409, Richmond Hill, Ontario, Canada L4B 3H7.

May 21, 2024 to date, our independent registered public accounting firm is SRCO Professional Corporation (“SRCO”).

With respect to the fiscal years ended December 31, 2022 and December 31, 2023, respectively, and the subsequent interim period

to date, there were no disagreements between SRCO and us on any matter of accounting principles or practices, financial statement

disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of SRCO,

would have caused SRCO to make reference to the subject matter of the disagreement

in their reports on our consolidated financial statements for such years.

From March 27, 2022 to May 20, 2024,

our independent registered public accounting firm was BF Borgers CPA PC, 5400 W Cedar Ave, Lakewood, CO 80226.

Our Board of Directors

dismissed BF Borgers CPA PC.

During the fiscal years ended December 31, 2021 and December

31, 2022, respectively, and the subsequent interim period through September 30, 2023, there were no disagreements between BF

Borgers CPA PC and us on any matter of accounting principles or practices, financial statement

disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BF Borgers CPA PC ,

would have caused BF Borgers CPA PC to make reference to the subject matter of the

disagreement in their reports on our consolidated financial statements for such years.

From January 31, 2009 to March 27, 2022,

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data